Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging
growth company ý

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
ý

 The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of securities
to be registered

Amount of
securities to be
registered(2)(3)

Proposed maximum
offering price per
share(3)

Proposed maximum
aggregate offering
price(3)

Amount of
registration fee(4)

Class A ordinary shares, par value $0.0001 per share(1)(2)

25,300,000

US$5.50

US$139,150,000.00

US$17,324.17

(1)

American
depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered pursuant to a separate registration
statement on Form F-6 (Registration No. 333-227070). Each American depositary share represents two Class A ordinary shares.

(2)

Includes
Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States
either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the
public, and also includes shares that may be purchased by the underwriters pursuant to an over-allotment option. These Class A ordinary shares are not being registered for the purpose of sales
outside the United States.

(3)

Estimated
solely for the purpose of computing the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(4)

Previously
paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any
jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED SEPTEMBER 12, 2018

American Depositary Shares

X Financial

Representing 22,000,000 Class A Ordinary Shares

This is the initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of X Financial. We are offering
11,000,000 ADSs. Each ADS represents two Class A ordinary shares, par value $0.0001 per share.

Prior
to this offering, there has been no public market for the ADSs or our Class A ordinary shares. We anticipate that the initial public offering price of the ADSs will be
between $9.00 and $11.00 per ADS. We have applied to have the ADSs listed on the New York Stock Exchange, or NYSE, under the symbol "XYF."

We
are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and upon the completion of this offering we will be a "controlled company" as defined in
New York Stock Exchange Listed Company Manual.

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 24 of this
prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per ADS

Total

Initial public offering price

US$

US$

Underwriting discounts and commissions(1)

US$

US$

Proceeds, before expenses, to the Issuer

US$

US$

(1)

For
a description of compensation payable to the underwriters, see "Underwriting."

The
underwriters have an option to purchase up to an aggregate of 1,650,000 additional ADSs from us at the initial public offering price, less underwriting discounts and commissions.

Upon
the completion of this offering, 204,487,342 Class A ordinary shares and 97,600,000 Class B ordinary shares will be issued and outstanding. Holders of Class A
ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote. Each
Class B ordinary share will be entitled to 20 votes and will be convertible into one Class A ordinary share. Mr. Yue (Justin) Tang, our founder, Chairman of the board and
Chief Executive Officer, will beneficially own all of the Class B ordinary shares issued and outstanding, representing 32.31% of our total issued and outstanding share capital and 90.52% of our
aggregate voting power, assuming no exercise by the underwriters of options to purchase additional ADSs.

Mr.
Baoguo Zhu, beneficially owning all the interest in All Trade Base Investment Limited, one of our principal shareholders, has indicated an interest in purchasing up to
US$30.0 million worth of the ADSs representing Class A ordinary shares in this offering at the initial public offering price and on the same terms as the other ADSs being offered. We and
the underwriters are currently under no obligation to sell ADSs to Mr. Baoguo Zhu.

Several
investors have each indicated an interest in purchasing over 5% of the ADSs, or up to US$70.0 million worth of the ADSs in aggregate, in this offering at the initial
public offering price and on the same terms as the other ADSs being offered. Such investors are not our existing shareholders, directors or officers. We and the underwriters are currently under no
obligation to sell ADSs to any of these investors, and any of these investors could determine to purchase more, fewer or no ADSs in this offering. The underwriters will receive the same underwriting
discounts and commissions on any ADSs purchased by these investors as they will on any other ADSs sold to the public in this offering.

The
underwriters expect to deliver the ADSs against payment in U.S. dollars on , 2018.

We
have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have
referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy,
the ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or the sale of any ADS.

We
have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the
United States. Persons outside the United States who came into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the
ADSs and the distribution of this prospectus outside of the United States.

Until , 2018 (the 25th day after the date of this prospectus), all dealers that buy,
sell or trade ADSs, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

This summary highlights information appearing elsewhere in this prospectus and does not contain all of the information
that you should consider in making your investment decision. You should carefully read this entire prospectus, including the "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operation" sections and the financial statements and the related notes, before deciding whether to invest in the ADSs. This prospectus contains information derived from
various public sources and certain information from an industry report commissioned by us and prepared by Oliver Wyman Consulting (Shanghai) Limited, or Oliver Wyman, a third-party industry research
firm, to provide information regarding our industry and market position in China. We refer to this industry report as the Oliver Wyman Report. Such information involves a number of assumptions and
limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and
reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the "Risk Factors" section. These and other
factors could cause results to differ materially from those expressed in these publications and reports.

Our Mission

Our mission is to utilize internet technology to build the leading personal finance company in China.

Overview

We are a leading technology-driven personal finance company in China focused on serving China's underserved prime borrowers and mass affluent
investors, according to the Oliver Wyman Report. Our platform, empowered by our risk management capabilities and technology, efficiently matches borrowers' loan requests with investors' investment
demands and executes loan and investment transactions to provide borrowers with prompt funding, enabling us to satisfy the financing needs of borrowers and meet the investment demands of investors.
The following table presents the key operating data of our business for the periods or at the end of the periods indicated.

Represents
the total amount of loans we facilitated during the relevant period.

(2)

In
2016, 35.2% of others were bridge loans for mortgage payment, 7.5% of others were loans for corporates and most of the remaining others products were
miscellaneous loans products that we have stopped facilitating. We completely ceased facilitating bridge loans for mortgage payment and loans for corporates in 2017.

(3)

Represents
the total amount of loans outstanding for loans we facilitated at the end of the relevant period. Loans that are delinquent for more than 180 days
are charged-off and are excluded in the calculation of delinquency rate by balance, except for Xiaoying Housing Loan. As Xiaoying Housing Loan is a secured loan product and we are entitled to payment
by exercising our rights to the collaterals, we do not charge off the loans delinquent for more 180 days and such loans are included in the calculation of delinquency rate by balance.

(4)

As
of December 31, 2016, 13.1% of others were bridge loans for mortgage payment and 1.9% of others were loans for corporates. We completely ceased
facilitating these two products in 2017.

(5)

Represents
the total number of transactions of loan facilitation during the relevant period.

(6)

Calculated
by dividing the total loan facilitation amount by the number of loans facilitated during the relevant period.

(7)

The
average loan amount per transaction for other loan products is not meaningful as others consisted of various types of products.

(8)

Refers
to borrowers who made at least one transaction during that period on our platform.

(9)

Refers
to borrowers who made at least one transaction during that period and have made at least two transactions in total on our platform.

(10)

Calculated
by dividing our total costs incurred in connection with acquiring borrowers by the number of new borrowers during the relevant period.

(11)

Refers
to individual investors who made at least one transaction during that period on our platform.

(12)

Refers
to individual investors who made at least one transaction during that period and have made at least two transactions in total on our platform.

(13)

Calculated
by dividing our total costs incurred in connection with acquiring individual investors by the number of the new individual investors during the relevant
period.

We
offer a comprehensive suite of products specifically catered to the financing and investment needs of individuals in China. Our major loan products include Xiaoying Card Loan,
primarily a credit card balance transfer product, and Xiaoying Preferred Loan, a high-credit-limit unsecured loan product, both offering borrowers a combination of large credit line, long term and
attractive APR in China. We offer attractive and diversified investment opportunities to investors in China through our wealth management platform, Xiaoying Wealth Management, which is one of the very
few platforms able to enhance investors' confidence in the investment products with insurance protection. According to the Oliver Wyman Report, as of December 31, 2017, there were approximately
1,900 online consumer finance marketplaces in operation in China and less than 3% of online consumer finance marketplaces in operation in China offer such insurance protection. The attractive features
of our product offerings are the key for us to achieve top three market positions in all principal segments that we operate in. We are (i) the largest player offering credit card balance
transfer loan products in China in terms of outstanding loan balance as of June 30, 2018, (ii) the third largest player amongst non-traditional financial institutions offering
high-credit-limit unsecured loans in China in terms of outstanding loan balance as of June 30, 2018, and (iii) the second largest online consumer finance marketplace offering multiple
types of investment products in China in terms of transaction volume for the six months ended June 30, 2018, according to the Oliver Wyman Report.

The
strong credit performance and underlying insurance protection of the loans that we facilitate and our proven risk management and credit assessment capabilities enable us to attract a
diversified and low-cost funding base to support our growth. The loan products we facilitate are funded through the investments from our individual and corporate investors through Xiaoying Wealth
Management platform and the funding arrangements with multiple institutions in China. As of December 31, 2017, 82.3% of the total outstanding funding balance for loans we facilitated were
provided by individual investors, and 17.7% were provided by corporate investors and institutional funding partners. As of June 30, 2018, 84.2% of the total outstanding funding balance for
loans we facilitated were provided by individual investors, and 15.8% were provided by corporate investors and institutional funding partners.
In 2017 and for the six months ended June 30, 2018, the overall funding cost for the loans we facilitated was 7.60% and 7.97%, respectively.

Our
business model is light in capital and labor commitment, and we believe we manage our transaction and operating costs in an effective way. Benefiting from our superior loan product
offerings, strong credit performance and underlying insurance protection of our investment products, we continue to expand our user base of both borrowers and investors, primarily through referrals
without incurring significant sales and marketing expenses, resulting in relatively low user acquisition costs. Furthermore, our highly automated risk management system and technology infrastructure
enable us to automatically facilitate a large number of transactions simultaneously. In 2016, 2017 and for the six months ended June 30, 2018, our net revenue per employee was approximately
RMB579,000, RMB2,864,000 and RMB4,864,000 (annualized), respectively, and our general and administrative expenses as a percentage of our total net revenues was 26.8%, 5.5% and 4.5%, respectively.

We
utilize data-driven and technology-empowered credit analysis. Our proprietary risk control system, WinSAFE, builds risk profiles of our prospective borrowers upon data from reputable
credit information providers employed by traditional financial institutions, augmented by a variety of social and behavioral data from internet and mobile platforms that are typically not utilized by
traditional financial institutions. Leveraging data analysis and machine learning in analyzing a borrower's value, repayment capability and propensity, we have the capabilities to offer differentiated
credit limits to borrowers based on individual credit assessment results. Our rigorous data-driven credit assessment methodology has helped us to achieve a strategic balance between borrower expansion
and asset quality control. In 2016, 2017 and for the six months ended June 30, 2018, the total loans we facilitated amounted to RMB18,996 million, RMB34,400 million and
RMB19,879 million, respectively, while the

delinquency
rate by balance for outstanding loans that were 91 to 180 days past due was 0.38% as of December 31, 2016, 1.34% as of December 31, 2017 and 3.26% as of June 30, 2018.

We
benefit from our strategic partnership with ZhongAn. The protection offered by ZhongAn's credit insurance on our investment products significantly enhances investor confidence. Our
risk management system is also strengthened by ZhongAn's rigorous risk control of insurance decision opinion.
ZhongAn's credit assessment model is based on information from various databases, including PBOC CRC which is only available to licensed financial institutions. ZhongAn's insurance opinion serves as
one of the inputs of our comprehensive credit risk management system, along with other behaviour and credit information. As a result of our growing scale, we are ZhongAn's third largest ecosystem
partner in terms of gross written premium of all insurance products for both 2016 and the three months ended March 31, 2017.

Prior
to new regulations promulgated in the PRC consumer finance industry in December 2017, the annualized fee rates for certain loans that we facilitated exceeded 36% and we also
deducted service fees from a loan principal in advance for certain loans that we facilitated. To better comply with the applicable requirements under new regulations, we have taken rectification
measures including: (i) adjusting the annualized fee rates of all new loans that we facilitated since December 7, 2017 not to exceed 36% and (ii) ceasing deduction of any service fees
from a loan principal in advance since December 7, 2017. In addition, we have cooperated with institutional funding partners, including banking financial institution partners, as a supplemental
funding source for our loan products. In light of the regulatory development since December 2017, we have reviewed and adjusted our cooperation with banking financial institution partners, such as
suspending certain cooperations, to better comply with the applicable regulatory requirements. In addition, considering the regulatory developments in the PRC since December 2017, we are
reviewing our loan facilitation services to other platforms and would cease providing loan facilitation services to other platforms if their products are suspended under recent PRC regulations.

We
generate revenues primarily from the fees we charge for our service of matching investors with borrowers (i.e., our loan facilitation service) and for other services we provide over
the lifetime of the loan (i.e., our post-origination service and guarantee service). In 2016, our service fee rate (annualized based on original amount of loan principal) of our major loan products
ranged from 0.2% to 21.0% and the service fees we charged for loan facilitation services, post-origination services and guarantee services accounted for 78.8%, 3.6% and 1.2%, respectively, of our
total net revenues. In 2017, our service fee rate (annualized based on original amount of loan principal) of our major loan products ranged from 0.8% to 45.0% and the service fees we charged for loan
facilitation services, post-origination services and guarantee services accounted for 85.8%, 2.8% and 2.7%, respectively, of our total net revenues. For the six months ended June 30, 2018, our
service fee rate (annualized based on original amount of loan principal) of our major loan products ranged from 0.5% to 28.6% and the service fees we charged for loan facilitation services,
post-origination services and guarantee services accounted for 91.3%, 2.1% and 1.2%, respectively, of our total net revenues.

The
total borrowing cost is expressed as APR, the actual annualized cost of borrowing over the term of a loan. The following table sets forth the APR range of our major loan products for
the periods indicated.

Loan Product

Year Ended
December 31, 2016

Year Ended
December 31, 2017

Six Months Ended
June 30, 2018

Xiaoying Card Loan

19.69% ~ 25.44%

19.69% ~ 49.44%

9.98% ~ 36.00%

Xiaoying Preferred Loan

16.26% ~ 16.32%

16.32% ~ 21.44%

11.47% ~ 21.61%

Xiaoying Housing Loan

5.39% ~ 18.00%

5.98% ~ 20.31%

10.56% ~ 15.30%

Loan facilitation services to other platforms(1)

1.33% ~ 15.37%

1.22% ~ 15.37%

0.50% ~ 7.80%

Note:

(1)

Different
from APR used to express the total borrowing cost for our loan products, the figures set forth in the table represent the service fee range we charge
borrowers referred from other platforms for loans successfully allocated to investors.

We
have experienced rapid growth in 2016, 2017 and the six months ended June 30, 2018. Our total net revenue was RMB230.3 million in 2016 and RMB1,786.9 million
(US$270.0 million) in 2017. For the six months ended June 30, 2018, our total net revenues reached RMB1,848.3 million (US$279.3 million), a significant increase from
RMB604.9 million for the same period in 2017. We had a net income of RMB339.5 million (US$51.3 million) in 2017, compared to a net loss of RMB120.2 million in 2016.
For the six months ended June 30, 2018, our net income reached RMB443.3 million (US$67.0 million), a significant increase from RMB80.7 million for the same period in 2017.

Our Industry

The low levels of consumption and leverage ratio indicate considerable room for further expansion of the consumer finance market in China.
According to the Oliver Wyman Report, consumer finance market is defined to consist of personal consumption loans and credit card loans. Credit card loans primarily include installment loans and cash
advances. Personal business operating loans are typically large ticket loans, a combination of both secured and unsecured loans. According to the Oliver Wyman Report, the outstanding balance of
consumer finance market in China is expected to grow from RMB8.2 trillion in 2017 to RMB19.9 trillion in 2021 at a CAGR of 24.8% and the outstanding balance of personal business operating loans to
grow from RMB10.7 trillion in 2017 to RMB15.6 trillion in 2021 at a CAGR of 9.9% during the same period.

One
distinctive product under the consumer finance market is the online credit card balance transfer loan. However, the Chinese credit card balance transfer loan market emerged due to
very different reasons than that in the United States. Whereas the market emerged in the United States due to credit card holders not being able to repay full amount in time, the market
in China emerged due to credit card holders not having sufficient credit lines from the card issuing banks, and need to repay in advance to free up their credit lines and therefore, in essence,
credit card balance transfer loan is an additional credit facility for borrowers. According to the Oliver Wyman Report, the outstanding balance of credit card balance transfer loans is expected to
grow rapidly from RMB46 billion in 2017 to RMB441 billion in 2021 at a CAGR of 76.0%. We are the largest player offering credit card balance transfer loan products in China in terms of
outstanding loan balance as of June 30, 2018, according to the Oliver Wyman Report.

Another
distinctive product under the personal business operating loan market is the high-credit-limit unsecured loan, which is defined as a loan with ticket size ranging from RMB80,000
to RMB600,000. High-credit-limit unsecured loans are generally borrowed by small business owners whose

credit
worthiness can be verified to support their business operational activities. As most banks focus on serving state-owned enterprises and large corporations, bank borrowings are not easily
accessible to the majority of individual consumers and small-to-medium-sized enterprise, or SME, owners. According to the Oliver Wyman Report, the outstanding balance of the high-credit-limit
unsecured loan market is expected to grow from RMB10.1 trillion in 2017 to RMB15.6 trillion in 2021 at a CAGR of 11.1%. We are the third largest player amongst non-traditional financial
institutions offering high-credit-limit unsecured loans in China in terms of outstanding loan balance as of June 30, 2018, according to the Oliver Wyman Report.

Along
with the wealth management products offered by banks, Chinese investors now also tend to invest into products with higher yield and allocate funds to other high yield fixed income
products. In light of recent regulatory developments, banks are restraining the business scale of their wealth management products providing growth opportunities for P2P platforms to develop wealth
management products to satisfy investors' needs. According to the Oliver Wyman Report, the AUM of online non-traditional financial institutions in the wealth management primary market in China is
expected to grow from RMB3.4 trillion in 2017 to RMB9.7 trillion in 2021 at a CAGR of 30.0%, among which, the AUM of quasi-fixed income products is expected to grow from approximately
RMB2.0 trillion to approximately RMB6.1 trillion at a CAGR of 32.2% during the same period. We are the second largest online consumer finance marketplace offering multiple types of investment
products in China in terms of transaction volume for the six months ended June 30, 2018, according to the Oliver Wyman Report.

The
following factors are key in successfully serving the online consumer finance market in China:



comprehensive offerings of products and innovation;



effective borrower acquisition;



robust data analytics;



effective data-enabled risk management; and



diversified funding sources at favorable rates.

Our Strengths

We believe the following strengths contribute to our success and reinforce our market leading
position:

Investing in the ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties summarized below, the risks
described under the "Risk Factors" section beginning on page 24 of, and the other information contained in, this prospectus before you decide whether to purchase the ADSs:

Loan facilitation. The following table presents our key operating data of
our business for the period or at the end of the period indicated.

As of or For the
Month Ended

July 31, 2018

August 31, 2018

Total loan facilitation amount (RMB in millions)(1)

2,291

2,503

Xiaoying Card Loan

1,567

2,041

Xiaoying Preferred Loan

598

295

Xiaoying Housing Loan

46

43

Loan facilitation services to other platforms

80

124

Others





Total outstanding loan balance (RMB in millions)(2)

21,341

20,804

Xiaoying Card Loan

12,732

12,778

Xiaoying Preferred Loan

6,760

6,451

Xiaoying Housing Loan

522

458

Loan facilitation services to other platforms

1,319

1,112

Others

8

5

Total number of loans facilitated(3)

194,420

254,178

Xiaoying Card Loan

175,409

232,784

Xiaoying Preferred Loan

2,684

2,000

Xiaoying Housing Loan

32

31

Loan facilitation services to other platforms

16,295

19,363

Others





Notes:

(1)

Represents
the total amount of loans we facilitated during the relevant period.

(2)

Represents
the total amount of loans outstanding for loans we facilitated at the end of the relevant period. Loans that are delinquent for more than 180 days
are charged-off and are excluded in the calculation of delinquency rate by balance, except for Xiaoying Housing Loan. As Xiaoying Housing Loan is a secured loan product and we are entitled to payment
by exercising our rights to the collaterals, we do not charge off the loans delinquent for more 180 days and such loans are included in the calculation of delinquency rate by balance.

(3)

Represents
the total number of transactions of loan facilitation during the relevant period.

Delinquency rate. The following table provides the delinquency rates for
all outstanding loans on our platform and by major products as of the respective dates indicated.

Delinquent for

31 - 90 days

91 - 180 days

December 31, 2016

All outstanding loans

0.36

%

0.38

%

Xiaoying Card Loan





Xiaoying Preferred Loan

0.23

%

0.26

%

Xiaoying Housing Loan

0.33

%

0.28

%

Loan facilitation services to other platforms

0.54

%

0.13

%

December 31, 2017

All outstanding loans

1.46

%

1.34

%

Xiaoying Card Loan

1.93

%

1.64

%

Xiaoying Preferred Loan

0.81

%

0.67

%

Xiaoying Housing Loan

1.95

%

2.19

%

Loan facilitation services to other platforms

1.42

%

1.76

%

June 30, 2018

All outstanding loans

1.98

%

3.26

%

Xiaoying Card Loan

2.33

%

3.62

%

Xiaoying Preferred Loan

1.45

%

2.31

%

Xiaoying Housing Loan

4.81

%

13.16

%

Loan facilitation services to other platforms

0.20

%

0.63

%

July 31, 2018

All outstanding loans

2.45

%

3.28

%

Xiaoying Card Loan

2.83

%

3.56

%

Xiaoying Preferred Loan

1.58

%

2.41

%

Xiaoying Housing Loan

9.82

%

14.81

%

Loan facilitation services to other platforms

0.23

%

0.43

%

August 31, 2018

All outstanding loans

3.03

%

3.04

%

Xiaoying Card Loan

3.43

%

3.41

%

Xiaoying Preferred Loan

2.41

%

2.27

%

Xiaoying Housing Loan

7.04

%

9.76

%

Loan facilitation services to other platforms

0.27

%

0.29

%



Number of borrowers and investors. For the months ended July 31 and
August 31, 2018, the number of active borrowers (who made at least one transaction during the relevant month on our platform) was 171,525 and 218,275, respectively, and the number of active
individual investors (who made at least one transaction during the relevant month on our platform) was 81,625 and 74,325, respectively.

In
July 2018, certain troubled online lending platforms in China had gone out of business, which adversely affected investors' confidence in the online consumer finance industry,
resulting in a reduction in the availability of funding from individual investors. See "Risk FactorsAny damage to the reputation of the online consumer finance industry may materially and
adversely affect our business and results of operations." Although these online platforms are not related to us, our business was also negatively affected by the market conditions in the following
aspects: (i) in July 2018, the loan facilitation volume for our loan products decreased by 30.8% from the monthly average loan facilitation volume of RMB3,313 million for the six
months ended June 30, 2018 to RMB2,291 million, among which, Xiaoying Card Loan decreased by 32.0% from the average monthly loan facilitation volume of

RMB2,306 million
for the six months ended June 30, 2018 to RMB1,567 million in July 2018; (ii) the total loan balance as of July 31, 2018 decreased by 4.2% from
RMB22,270 million as of June 30, 2018 to RMB21,341 million; (iii) the number of active borrowers decreased by 19.5% from the monthly average number of active borrowers of
approximately 213,048 for the six months ended June 30, 2018 to 171,525 in July 2018; and (iv) the number of active individual investors, in particular, the acquisition of new individual
investors, was adversely affected in July 2018.

Since
the beginning of August 2018, the amount of funding from individual investors on our platform has been recovering, and our business performance has started gradually improving, in
particular in the following aspects: (i) in August 2018, the loan facilitation volume for our loan products increased by 9.3% from RMB2,291 million in July 2018 to
RMB2,503 million, among which, Xiaoying Card Loan increased by 30.2% from RMB1,567 million in July 2018 to RMB2,041 million in August 2018; and (ii) the number of active
borrowers increased by 27.3% from 171,525 in July 2018 to 218,275 in August 2018. Nevertheless, we believe it would take time for the Chinese investors to fully regain their confidence in the online
consumer finance industry. For instance, the total loan balance as of August
31, 2018 is still relatively low, decreasing by 2.5% from RMB21,341 million as of July 31, 2018 to RMB20,804 million. In addition, the number of active individual investors has
further decreased from July 2018 to August 2018.

We
also witnessed increase in delinquency rate that were 31-90 days past due attributable to tightening liquidity in China in July and August 2018.

As
a result of the above factors, our results of operations and profitability may be adversely affected for the full year ending December 31, 2018. Our selected operating data for
the month ended July 31 and August 31, 2018 may not be indicative of our financial results for future interim periods or for the full year ending December 31, 2018. Please also refer to
"Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus for information regarding trends and other factors that may
affect our business and results of operations.

In
addition, in August 2018, we introduced a new individual consumer financial product called "Xiaoying Wallet" with a pre-determined credit limit of up to RMB60,000. Users are able to
use Xiaoying Wallet for online purchases and mobile payments and can repay the used amount at any time, enjoying an interest-free period of up to 36 days. Users are also able to apply for
installment loans with terms of up to one year through Xiaoying Wallet. As of the date of this prospectus, Xiaoying Wallet is still in pilot phase and the volume of this product is immaterial.

Latest Regulatory Developments

In order to restore investors' confidence in the online consumer finance industry, various Chinese regulators and industry associations have
taken action since the beginning of August 2018. For example, in August 2018, to reinforce the importance of repayment obligations to borrowers, the Head Office for Special Rectification of
Online Finance Risk issued the Notice to File the Information of P2P Platform's Borrowers Who Declined to Repay Loans, requesting P2P platforms to provide such borrower information and proposing to
include such default information on credit records. Also in August 2018, the Head Office for Special Rectification of Peer-to-Peer Online Lending promulgated the Notice on Conducting Compliance
Inspections of Online Lending Intermediaries, or the Inspection Notice, and the Compliance Checklist of Online Lending Information Intermediaries, or the Compliance Checklist, to further regulate P2P
online lending platforms, requiring the online lending information intermediaries to complete self-inspection, inspection conducted by local and national Internet Finance Associations, and
verification conducted by the local online lending rectification office by the end of December 2018, after which the online lending information intermediaries that are in compliance with the
applicable rules and regulations will be granted access to the information

disclosure
system and products registration system and will become eligible to apply for the registration as an online lending information intermediary, or the P2P registration. Prior to the
promulgation of the Inspection Notice and Compliance Checklist, the Notice on the Special Rectification and Inspection of Risk of Online Lending Intermediaries, or Circular 57, requires the P2P
registration with the local financial regulatory authority be completed by June 30, 2018. However, to our knowledge, the Shenzhen Financial Services Office had not approved any application for
the P2P registration as of June 30, 2018. The Inspection Notice and Compliance Checklist have set an updated timetable for the P2P registration.

Corporate History and Structure

Shenzhen Ying Zhong Tong Financial Information Service Co., Ltd., or Shenzhen Ying Zhong Tong, was incorporated in March 2014 and controlled by
Mr. Yue (Justin) Tang. In August 2014, we, through Shenzhen Ying Zhong Tong, began to facilitate investment products to individual investors in China with a variety of terms and rates of return
to meet the demand from investors. In July 2015, Shenzhen Ying Zhong Tong commenced the loan facilitation business to facilitate loan products to borrowers who are underserved by the current
traditional financial system in China. In October 2016, entities controlled by Mr. Yue (Justin) Tang, Mr. Baoguo Zhu and other investors incorporated Shenzhen Xiaoying Technology Co.,
Ltd., or Shenzhen Xiaoying. In December 2016, Shenzhen Xiaoying acquired all of the equity interest in Shenzhen Ying Zhong Tong. In December 2017, we underwent a restructuring in contemplation
of this offering. After such restructuring, the shareholders of Shenzhen Xiaoying were changed to Mr. Yue (Justin) Tang, entities controlled by Mr. Yue (Justin) Tang and
Mr. Baoguo Zhu.

In
December 2016, Xi'an Bailu Enterprise Management Co., Ltd., or Xi'an Bailu, incorporated Shenzhen Tangren Financing Guarantee Co., Ltd., or Shenzhen
Tangren, a company holding a financing guarantee license. Xi'an Bailu, which holds 100% equity interest in Shenzhen Tangren, is ultimately controlled by three individuals, Mr Yue (Justin) Tang
and two other individuals who are his business partners, while the capital contribution of Shenzhen Tangren paid by Xi'an Bailu was borrowed from Shenzhen Xiaoying.

In
January 2015, we incorporated Winning Financial Service Inc. under the laws of the Cayman Islands as our offshore holding company, which later changed its name to X
Financial in August 2017. Subsequently, we incorporated YZT (HK) Limited as X Financial's wholly-owned subsidiary and our intermediate holding company to facilitate financing. In October 2015,
YZT (HK) Limited incorporated Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, as its wholly-owned PRC subsidiary, through which we obtained control over Shenzhen
Tangren on a series of contractual arrangements entered into on December 16, 2016 when Shenzhen Tangren was formed and Beijing Ying Zhong Tong and Shenzhen Xiaoying (together with Shenzhen
Tangren, the VIEs) on a series of contractual arrangements entered into on December 22, 2017. Such contractual arrangements consist of equity pledge agreements, shareholders' voting rights
proxy agreement, spousal consent letter, exclusive business cooperation agreements, and exclusive call option agreements. See "Contractual Arrangements with Consolidated VIEs and their
Shareholders" for details.

We
conduct our business in China through the VIEs and their subsidiaries. Shenzhen Xiaoying operates our website www.xiaoying.com.

The
following diagram illustrates our corporate structure as of the date of this prospectus. It omits certain entities that are immaterial to our results of operations, business and
financial condition and also omits certain trusts we consolidate, or Consolidated Trusts (see "Critical Accounting Policies,

Judgments
and Estimates, Consolidated Trusts"). The relationships between, on the one hand, each of Beijing Ying Zhong Tong, Shenzhen Tangren, and Shenzhen Xiaoying, and on the other, Beijing
WFOE as illustrated in this diagram are governed by contractual arrangements and do not constitute equity ownership.

Our
agent for service of process in the United States is Cogency Global Inc. located at 10 East, 40th Street, 10th Floor New York, New York 10016.

Our
website can be found at https://www.xiaoying.com/. The information contained on our website is not a part of this prospectus.

We
are an "emerging growth company" as the term is used in the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act," and, as such, we are subject to certain reduced public
company reporting requirements. We are also eligible for, and intend to rely upon, exemptions from certain listing requirements of NYSE as a "controlled company." See the applicable disclosure under
the section captioned "Risk FactorsRisks Relating to this Offering."

As a company with less than US$1.07 billion in total annual gross revenue for our last fiscal year, we qualify as an "emerging growth
company" pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to
public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth
company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until
such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to "opt out" of this provision and, as a result, we will comply
with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We
will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least
US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding
three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of
1934, as amended, or the Exchange Act, which could occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently
completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Conventions that Apply to this Prospectus

Except where the context otherwise indicates and for the purpose of this prospectus only:



"active borrowers" refers to, for a specified period, borrowers who made at least one transaction during that period on our platform;



"active individual/corporate investors" refers to, for a specified period, individual/corporate investors who made at least one transaction
during that period on our platform; and individual/corporate investors refers to individuals/corporates making investment transactions on Xiaoying Wealth Management;



"ADSs" refers to American depositary shares, each of which represents two Class A ordinary shares, and "ADRs" refers to the American
depositary receipts that may evidence ADSs;



"APR" or "annual percentage rate" refers to the percentage number represents the actual annualized cost of borrowing over the term of a loan.
The APR for a type of our loan product equals to the annualized actual amount of total interests, service fees and insurance premium divided by total amount of loans we facilitated.



"AUM" or "assets under management" refers to the total market value of the assets that a financial institution manages on behalf
of investors.



"CAGR" refers to compound annual growth rate;



"Cayman Companies Law" refers to the Companies Law (2018 Revision) of the Cayman Islands, as amended;



"China" or "PRC" refers to the People's Republic of China, excluding, for purposes of this prospectus, Hong Kong, Macau and Taiwan;

"institutional funding partners" refers to our funding sources other than individual/corporate investors, including banks, trust companies and
other institutions who funded the loans we facilitated to borrowers.



"insurance protection" refers to credit insurance provided by insurance companies in partnership with P2P platforms against the default of both
the principal and interest;



"mass affluent investors" refers to investors who hold RMB600,000 to RMB6 million investable assets and their primary goal is to amplify
their incomes through investments. Such investors often pursue investments with attractive returns and hold a diversified portfolio of investment products. They are usually receptive to refined and
tailored products matching their investment needs;



"New ZhongAn Model" refers to the revised arrangement with ZhongAn from September 2017 with respect to Xiaoying Card Loan and Xiaoying
Preferred loan, which are the major products offered by us during the period from September 2017.



"NPL" refers to non-performing loan(s);



"Old ZhongAn Model" refers to the arrangement with ZhongAn prior to September 2017, under which ZhongAn initially reimbursed the loan principal
and interest to the investor upon the borrower's default, where we at our own discretion compensated ZhongAn for substantially all the loan principal and interest default but have not been
subsequently collected.

"PBOC CRC" refers to the credit reference center of the People's Bank of China;



"prime borrower" refers to an individual having sound credit history, who has credit records with PBOC CRC and usually no late payment record
of over 60 days in the previous six months. Based on ZhongAn's insurance requirement, it provides insurance protection for borrowers who have credit records with PBOC CRC and meet its late
payment standards (usually no late payment of more than 60 days in the past six months). In determining whether a prospective borrower is a prime borrower, we will review his or her
credit card transaction history, along with our sophisticated risk management review system;



"RMB" or "Renminbi" refers to the legal currency of China;



"U.S. dollars," "US$," "$" or "dollars" refers to the legal currency of the United States;



"variable interest entities" or "VIEs" refer to Beijing Ying Zhong Tong Rongxun Technology Service Co., Ltd, or Beijing Ying
Zhong Tong, Shenzhen Xiaoying Technology Co., Ltd., or Shenzhen Xiaoying, and Shenzhen Tangren Financing Guarantee Co., Ltd. or Shenzhen Tangren, which are PRC companies in
which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP due to our having effective
control over, and our being the primary beneficiary of, such entity; and "affiliated entities" are to our VIE, the VIE's direct subsidiaries under the PRC laws;

"ZhongAn" refers to ZhongAn Online P&C Insurance Co., Ltd., a joint stock limited company with limited liability incorporated in
the People's Republic of China and listed on the Hong Kong Stock Exchange (stock code: 6060), carrying on business in Hong Kong as "ZA Online Fintech P&C."

The
translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus were made at a rate of RMB6.6171 to US$1.00, the exchange rates set forth in the
H.10 statistical release of the Federal Reserve Board on June 29, 2018. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have
been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. On September 7, 2018, the noon buying rate for RMB was RMB6.8419
to US$1.00.

Each ADS represents two Class A ordinary shares, par value $0.0001 per share.

The depositary will hold the Class A ordinary shares underlying your ADSs. You will have rights as provided in the
deposit agreement, the form of which is filed as an exhibit to the registration statement that includes this prospectus.

If we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other
distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you
fees for any exchange.

We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be
bound by the deposit agreement as amended.

To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares"
section of this prospectus. You should also read the deposit agreement, the form of which is filed as an exhibit to the registration statement that includes this prospectus.

Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B
ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is
entitled to 20 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See "Description of Share Capital" for more
information.

Over-allotment option

We have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to
purchase up to an additional 1,650,000 ADSs.

Use of proceeds

We expect to receive net proceeds of approximately $96.5 million from this offering, assuming an initial public
offering price of $10.00 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus, assuming no exercise of the underwriters' over-allotment option, after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable by us.

We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include investment in
product development, sales and marketing activities, technology infrastructure improvement of corporate facilities and other general and administrative matters. We may also use a portion of these proceeds for the acquisition of, or investment in,
technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments.

See "Use of Proceeds" for additional information.

Lock-up

We, all of our officers and directors, all of our shareholders and holders of substantially all outstanding options to
purchase our ordinary shares have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any ADSs or our ordinary shares or securities convertible into or exercisable or exchangeable
for ADSs or ordinary shares for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

Mr. Baoguo Zhu, beneficially owning all the interest in All Trade Base Investment Limited, one of our principal shareholders, has indicated
an interest in purchasing up to US$30.0 million worth of the ADSs representing Class A ordinary shares in this offering at the initial public offering price and on the same terms as the other ADSs being offered. We and the underwriters are
currently under no obligation to sell ADSs to Mr. Baoguo Zhu.

Several investors have each indicated an interest in purchasing over 5% of the ADSs, or up to US$70.0 million worth of
the ADSs in aggregate, in this offering at the initial public offering price and on the same terms as the other ADSs being offered. Such investors are not our existing shareholders, directors or officers. We and the underwriters are currently under
no obligation to sell ADSs to any of these investors, and any of these investors could determine to purchase more, fewer or no ADSs in this offering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased
by these investors as they will on any other ADSs sold to the public in this offering.

Listing

We have applied to have the ADSs listed on the NYSE under the symbol "XYF." The ADSs and ordinary shares will not be listed
on any other stock exchange or traded on any automated quotation system.

Payment and settlement

The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company
on , 2018.

The following summary consolidated statement of operations data for the years ended December 31, 2016 and 2017 and the summary
consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected
consolidated statements of operations data for the six months ended June 30, 2017 and 2018 and selected consolidated balance sheet data as of June 30, 2018 have been derived from our
unaudited condensed consolidated financial statements included elsewhere in this prospectus.

The
summary consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this prospectus. The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted
in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of our results for any future periods.

Income (loss) before income taxes and gain (loss) from equity in affiliates

(147,199

)

478,575

72,324

116,857

619,073

93,557

Income tax benefit (expense)

27,018

(138,248

)

(20,893

)

(36,131

)

(179,197

)

(27,081

)

Gain (loss) from equity in affiliates



(832

)

(126

)



3,379

511

Net income (loss)

(120,181

)

339,495

51,306

80,726

443,255

66,986

Less: net loss attributable to non-controlling interests

(607

)

(780

)

(118

)

(762

)

(50

)

(8

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to X Financial

(119,574

)

340,275

51,424

81,488

443,305

66,994

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per sharebasic

(0.0005

)

0.0013

0.0002

0.0003

0.0016

0.0002

Weighted average number of ordinary shares outstandingbasic

238,095

261,220

261,220

242,039

280,087

280,087

Net income (loss) per sharediluted

(0.0005

)

0.0012

0.0002

0.0003

0.0015

0.0002

Weighted average number of ordinary shares outstandingdiluted

238,095

279,711

279,711

259,529

304,381

304,381

Net income (loss)

(120,181

)

339,495

51,306

80,726

443,255

66,986

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income (loss), net of tax of nil:

Foreign currency translation adjustments

27,872

(24,464

)

(3,697

)

(9,788

)

4,872

736

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income (loss)

(92,309

)

315,031

47,609

70,938

448,127

67,723

Less: comprehensive loss attributable to non-controlling interests

(607

)

(780

)

(118

)

(762

)

(50

)

(8

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income (loss) attributable to X Financial

(91,703

)

315,811

47,727

71,700

448,177

67,730

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP Financial Measures

Net (loss)/income

(120,181

)

339,495

51,306

80,726

443,255

66,986

Add: Share-based compensation expenses (net of tax)

37,894

74,010

11,185

26,301

82,721

12,501

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted net (loss)/income(1)

(82,287

)

413,505

62,491

107,027

525,976

79,487

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1)

For
details, please refer to note 2 to our financial statements for the years ended December 31, 2016 and 2017 included elsewhere in this prospectus.

(2)

Represents
net (loss)/income before share-based compensation expenses. See "Management's Discussion and Analysis of Financial Condition and Results of
OperationsResults of OperationsNon-GAAP Measures" for details.

The following table presents the key operating data of our business for the periods or at the end of the periods indicated.

As of or for
the Year Ended
December 31,

As of or for the
Six Months Ended
June 30,

2016

2017

2018

Loans

Total loan facilitation amount (RMB in millions)(1)

18,996

34,400

19,879

Xiaoying Card Loan

179

12,634

13,834

Xiaoying Preferred Loan

1,509

7,777

4,331

Xiaoying Housing Loan

5,840

4,244

164

Loan facilitation services to other platforms

1,804

5,464

1,318

Others(2)

9,663

4,281

232

Total outstanding loan balance (RMB in millions)(3)

7,494

18,279

22,270

Xiaoying Card Loan

178

8,102

13,164

Xiaoying Preferred Loan

1,368

6,658

7,027

Xiaoying Housing Loan

2,921

1,919

586

Loan facilitation services to other platforms

915

1,048

1,468

Others(4)

2,111

551

25

Total number of loans facilitated(5)

242,062

3,851,979

1,729,742

Xiaoying Card Loan

14,969

1,606,569

1,411,165

Xiaoying Preferred Loan

6,327

31,775

22,040

Xiaoying Housing Loan

4,637

2,513

113

Loan facilitation services to other platforms

178,536

1,948,927

152,862

Others

37,593

262,195

143,562

Average loan amount per transaction (RMB)(6)

Xiaoying Card Loan

11,959

7,864

9,803

Xiaoying Preferred Loan

238,570

244,751

196,497

Xiaoying Housing Loan

1,259,512

1,688,774

1,454,780

Loan facilitation services to other platforms

10,103

2,804

8,620

Others

N/A

(7)

N/A

(7)

N/A

(7)

Number of active borrowers(8)

208,920

2,249,183

1,278,289

Number of active repeat borrowers(9)

24,079

994,933

594,095

New borrower acquisition cost (RMB)(10)

307

128

127

Investments

Number of active individual investors(11)

95,373

198,029

199,122

Number of active repeat individual investors(12)

65,436

148,391

140,614

New individual investor acquisition cost (RMB)(13)

323

298

303

Notes:

(1)

Represents
the total amount of loans we facilitated during the relevant period.

(2)

In
2016, 35.2% of others were bridge loans for mortgage payment, 7.5% of others were loans for corporates and most of the remaining others products were
miscellaneous loans products that we have stopped facilitating. We completely ceased facilitating bridge loans for mortgage payment and loans for corporates in 2017.

(3)

Represents
the total amount of loans outstanding for loans we facilitated at the end of the relevant period. Loans that are delinquent for more than 180 days
are charged-off and are excluded in the calculation of delinquency rate by balance, except for Xiaoying Housing Loan. As Xiaoying Housing Loan is a secured loan product and we are entitled to payment
by exercising our rights to the collaterals, we do not charge off the loans delinquent for more 180 days and such loans are included in the calculation of delinquency rate by balance.

Investing in the ADSs entails a significant level of risk. Before investing in the ADSs, you should carefully consider
all of the risks and uncertainties mentioned in this section, in addition to all of the other information in this prospectus, including the financial statements and related notes. We may face
additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become
important factors that adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of
operations and prospects. In such case, the market prices of the ADSs could decline and you may lose part or all of your investment.

Risks Relating to Our Business and Industry

The regulatory regime governing the online consumer finance industry in China is developing and subject to
changes in applicable laws and regulations. If we fail to comply with existing and future applicable laws or regulations or requirements of local regulatory authorities, our business, financial
condition and results of operations would be materially and adversely affected.

Due to the relatively short history of the online consumer finance industry in China, a comprehensive regulatory framework governing our
industry is under development by the PRC government. Before any industry-specific regulations were introduced in mid-2015, the PRC government relied on general and basic laws and regulations for
governing the online consumer finance industry, including the PRC Contract Law, the General Principles of the Civil Law of the PRC, and related judicial interpretations promulgated by the Supreme
People's Court. Since mid-2015, the PRC government and relevant regulatory authorities have issued various laws and regulations governing the online consumer finance industry, including, among others,
the Guidelines on Promoting the Healthy Development of Online Finance Industry, or the Guidelines, the Interim Measures on Administration of Business Activities of Online Lending Information
Intermediaries, or the Interim Measures, the Guidelines on Online Lending Funds Custodian Business, or the Custodian Guidelines, and Guidelines on Information Disclosure of the Business Activities of
Online Lending Information Intermediaries, or the Disclosure Guidelines, Notice on Rectification of Cash Loan Business, or Circular 141, the Notice on the Special Rectification and Inspection of Risk
of Online Lending Intermediaries, or Circular 57, the Notice on Conducting Compliance Inspections of Online Lending Intermediaries, or the Inspection Notice, and the Compliance Checklist of
Online Lending Information Intermediaries, or the Compliance Checklist. See "RegulationRegulations Relating to Online Lending Information Services."

Pursuant
to the Interim Measures, the online lending information intermediaries shall register with the local financial regulatory authority, update their business scope in their
business license to include online lending information intermediary and obtain telecommunication business license from the relevant telecommunication regulatory authority after the completion of their
registration with the local financial regulatory authority. Furthermore, according to the Interim Measure, the local financial regulatory authorities may conduct onsite inspections or inquiries from
time to time and instruct us to rectify our business operations that are deemed as non-compliant with the Guidelines or the Interim Measures. In March 2017, one of our consolidated VIEs,
Shenzhen Ying Zhong Tong Financial Information Service Co., Ltd. received a rectification notice from the Shenzhen Head Office for Special Rectification of Online Finance Risk. The
rectification notice required us to adopt certain rectification measures to certain aspects of our business operations which were not in full compliance with applicable laws and regulations, including
ceasing to facilitate loans exceeding RMB200,000 for one
borrower and setting up custody accounts with qualified banks to better manage clients and funds. We have responded with our rectification plan with a schedule in March 2017 and have undertaken
effective measures in response to the authority's request. We have further submitted a self-inspection report to the Shenzhen financial regulatory authority regarding the current status on our
rectification

process
on February 2, 2018 pursuant to the Notice regarding Further Implementing Rectification of Online Lending Information Intermediaries promulgated by the Shenzhen Head Office for Special
Rectification of Online Finance Risk on January 19, 2018, according to which online lending information intermediaries in Shenzhen that had local financial authorities conduct onsite inspections shall
accelerate their rectification process in order to complete registration with the local online financial regulatory authority as required under Circular 57. As of the date of this prospectus, we have
not received any further rectification notification from the Shenzhen financial regulatory authority. However, we cannot assure you that these rectifications will fully satisfy the Shenzhen financial
regulatory authority's requirement, and in light of any new rules on online consumer finance that may come into force in the future. If we are required to make further rectifications, our business and
financial condition would be adversely affected.

Pursuant
to Circular 57, as prerequisites to complete registration with the local financial regulatory authority, the online lending information intermediary shall, among other things,
(i) cease conducting any prohibited actions under the Interim Measures (see "RegulationRegulations Relating to Online Lending Information Services" for details) after
August 24, 2016 and cease offering any loan of which the amount exceeds the upper limit under the Interim Measures after August 24, 2016, and shall have fully eliminated the outstanding
balance of such non-compliance products that were offered before August 24, 2016; (ii) suspend offering campus loans, cash loans and down payment loans for purchasing real estate
property, and gradually reduce the outstanding balance of the aforementioned loans; (iii) set up custody accounts with qualified banks to hold consumer funds, (iv) cease setting aside
fund as risk reserve funds, and gradually reduce the existing scale of risk reserve funds, and (v) cease any illegal transfer of creditor's rights as specified under Circular 57. The
registration shall be completed by most of the online lending information intermediaries by April 30, 2018, and shall in no case be later than June 30, 2018. In the event that any
company conducts online lending information service without completing the registration with local financial regulatory authority, the company may be required to shut down websites, cease operation of
the entire business, have operation license for telecommunication service revoked, and be forbidden to obtain financial service from financial institutions. The Inspection Notice and the Compliance
Checklist promulgated by the Head Office for Special Rectification of Peer-to-Peer Online Lending in August 2018 further provide that the online lending information intermediaries shall complete
self-inspection, inspection conducted by local and national Internet Finance Associations, and verification conducted by the local online lending rectification office by the end of December 2018. The
online lending information intermediaries that are in compliance with the applicable rules and regulations will be granted access to the information disclosure system and products registration system
and will become eligible to apply for registration as an online lending information intermediary, or the P2P registration. See "RegulationRegulations Relating to Online Lending
Information Services." However, as of the date of this prospectus, specific requirements and detailed implementation rules of such registration and licensing regime in Shenzhen are still pending
further clarification. Although we have
proceeded to rectify our business model pursuant to Circular 57 and Compliance Checklist, there is still outstanding balance of the non-compliance products as mentioned in Circular 57 and
Compliance Checklist. We submitted our application materials for the P2P registration, to the Shenzhen Financial Services Office, our competent authority, in April 2018. To our knowledge, the Shenzhen
Financial Services Office, as of the date of this prospectus, has not approved any application for the P2P registration. As of the date of this prospectus, we have not been informed by any regulatory
authority to cease or modify our current online lending information intermediary business or penalized by any regulatory authority for such business due to incomplete P2P registration. We cannot
assure you whether we will be required to submit any additional application materials and whether we will be recognized by the local and national Internet Finance Associations and local financial
regulatory authorities as having fulfilled the requirements under applicable rules and regulations and be registered as an online lending information intermediary. Failure to register as an online
lending information intermediary, if deemed as violation

of
the Interim Measures or any other relevant regulations or rules, may result in, among others, regulatory warning, correction order, condemnation, fines or criminal liability to us, and our
business, financial condition, results of operations and prospects would be materially and adversely affected.

Notice
on Rectification of Cash Loan Business, or Circular 141, promulgated by the Head Office for Special Rectification of Online Finance Risk and Head Office for Special Rectification
of Peer-to-Peer Online Lending on December 1, 2017 further specifies that cash loan which is characterized by the lack of specific scenes, designated purposes, targeted users and mortgage may
be subject to inspection and rectification, and the online lending information intermediary shall not facilitate loans without designated purposes. It is stipulated in Circular 57 that online lending
information intermediary shall cease providing cash loan after the issuance of Circular 141 and shall gradually reduce the outstanding balance of cash loan within scheduled timetable in order to
complete registration with the local financial regulatory authority. We do not believe any of the loan products we facilitate is prohibited under Circular 141 and Circular 57, as none of our
products has all of the four characteristics of cash loans as defined under Circular 141. For example, although some of our loan products, such as Xiaoying Preferred Loan and Xiaoying Card Loan's
credit card cash advance product, are lacking mortgage and specific scenes, we believe they target a specific user base with designated purpose for which the borrowers are required to specify at loan
application. However, in the absence of authoritative interpretation of the key requirements or characteristics of cash loan, especially whether the definition of cash loan requires all of the four
characteristics or any of the four characteristics, we cannot assure you that our existing practices would not be deemed to violate any relevant laws, rules and regulations that are applicable to our
business practices. We may be required to cease or modify any such "cash loans" to comply with Circular 141, otherwise we may be ineligible for registration with the local financial regulatory
authority, which may materially and adversely affect our business and prospects. While we are closely monitoring the regulatory development, as of the date of this prospectus, we have not been
informed by any regulatory authorities to cease or modify any of our current products due to violation of any rules with respect to cash loan under Circular 141 or Circular 57.

Given
the evolving regulatory environment, there is uncertainty as to how the requirements in the Guidelines, the Interim Measures, the Custodian Guidelines, the Disclosure Guidelines,
Circular 57, Circular 141, the Inspection Notice and the Compliance Checklist will be interpreted and implemented. See "RegulationRegulations Relating to Online Lending
Information Service." To the extent that we are not able to fully comply with these requirements, our business, financial condition and results of operations may be materially and adversely affected.
We are unable to predict with certainty the impact, if any, that future legislation, or regulations relating to the online consumer finance industry will have on our business, financial condition and
results of operations. Historically, we made adjustments in our business to comply with evolving regulatory requirements. Some of the impacts from change of regulation might not be fully reflected.
Furthermore, the growth in popularity of online consumer finance increases the likelihood that the PRC government will seek to further regulate this industry.

In
addition to the Guidelines, the Interim Measures, the Custodian Guidelines, the Disclosure Guidelines, Circular 57, Circular 141, the Inspection Notice and the
Compliance Checklist, there are certain other rules, laws and regulations relevant or applicable to the online consumer finance industry, including the PRC Contract Law, the General Principles of the
Civil Law of the PRC, and related judicial interpretations promulgated by the Supreme People's Court. See "RegulationRegulations Relating to Loans between Individuals." The overall
regulatory conditions in China would affect our business and financial condition. For example, in the six months ended June 30, 2018, PRC government authorities issued a series of banking
policies to control the leverage ratio, which have adversely affected the liquidity of capital in the market. Under such circumstance, some self-employed business owners, who are borrowers of Xiaoying
Preferred Loan, may not be able to obtain enough working

capital
to maintain business operation or investment, and consequently, affecting their financial condition and repayment capability, which may adversely affect our loan performance and financial
results.

As
of the date of this prospectus, we have not been subject to any material fines or other penalties under any PRC laws or regulations including those governing the online consumer
finance industry in China. If our practice is deemed to violate any rules, laws or regulations, we may face injunctions, including orders to cease illegal activities, correction order, condemnation,
fines and criminal liability, and may be exposed to other penalties as determined by the relevant government authorities. If such situations occur, our business, financial condition and prospects
would be materially and adversely affected.

We have a limited operating history in a new and evolving market, which makes it difficult to evaluate our
future prospects.

We started to facilitate investment products to individual investors in China in August 2014 and commenced our loan facilitation business
in July 2015 and thus have a limited operating history. We have limited experience in most aspects of our business operations, such as loan product offerings, data-driven credit assessment and
development of long-term relationships with borrowers, investors and institutional funding partners. We seek to expand the base of prospective borrowers that we serve, which may result in higher
delinquency rates of transactions facilitated by us. The delinquency rate for all outstanding loans on our platform that were 31-90 days past due increased from 0.36% as of December 31,
2016 to 1.46% as of December 31, 2017 and further to 1.98% as of June 30, 2018 and the delinquency rate for all outstanding loans on our platform that were 91-180 days past due
increased from 0.38% as of December 31, 2016 to 1.34% as of December 31, 2017 and further to 3.26% as of June 30, 2018. The delinquency rate by balance for outstanding loans on
our platform that were 31-90 days past due was 2.45% as of July 31, 2018 and 3.03% as of August 31, 2018. The delinquency rate by balance for outstanding loans that were
91-180 days past due was 3.28% as of July 31, 2018 and 3.04% as of August 31, 2018. See "Prospectus SummaryRecent Developments" for more details. In addition, our
ability to continuously attract low-cost funding sources is also critical to our business. As our business develops or in response to competition, we may continue to introduce new loan products, make
adjustments to our existing loan products and our proprietary credit assessment model, or make adjustments to our business operation in general. For example, our product mix changed since our launch
of Xiaoying Card Loan in December 2016. In 2016, 0.9% of our total loan facilitation amount were Xiaoying Card Loan, while in 2017 and for the six months ended June 30, 2018, such proportion
was 36.7% and 69.6%, respectively. Any significant change to our business model not achieving expected results may have a material adverse impact on our financial condition and results of operations.
Our historical financials during the limited operating history are not indicative of our future trends. As a result, it is difficult to effectively assess our future prospects.

You
should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the rapidly evolving market in which we operate and our limited
operating history. These risks and challenges include, among other things, our ability to:



offer personalized and competitive products and services;



increase the utilization of our products and services by existing borrowers and investors as well as new borrowers and investors;



offer attractive service fee rates while driving growth in size and profitability of our business;

attract, retain and motivate talented employees to support our business growth;



enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of
the information provided and utilized across our system;



navigate economic condition and fluctuation; and



defend ourselves against legal and regulatory actions, such as actions involving intellectual property or privacy claims.

Failure of other online lending platforms or damage to the reputation of the online consumer finance industry
may materially and adversely affect our business and results of operations.

We operate in the online consumer finance industry, a new and evolving industry. Any negative development in the online consumer finance
industry, such as bankruptcies or failures of other consumer finance service providers, and especially a large number of such bankruptcies or failures, or negative perception of the industry as a
whole, such as that arises from any failure of other consumer finance platforms to detect or prevent money laundering or other illegal activities, even if factually incorrect or based on isolated
incidents, could compromise our image, undermine the trust and credibility we have established and impose a negative impact on our ability to attract new borrowers and investors. If any of the
foregoing takes place, our business and results of operations
could be materially and adversely affected and potentially for a prolonged period of time. For example, certain troubled online lending platforms in China defaulted or collapsed in July 2018. Although
these online platforms are not related to us, their failures adversely affected investors' confidence in the online consumer finance industry, resulting in a reduction in the availability of funding
from individual investors. Consequently, our operation was adversely affected by the market conditions in July and August 2018. Moreover, our results of operations and profitability may be adversely
affected for the full year ending December 31, 2018. See "Prospectus SummaryRecent Developments" for more details.

Negative
developments in our industry, such as widespread borrower defaults, fraudulent behavior and/or the closure of other online consumer finance service providers, may also lead to
tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted, which may adversely affect our business and results of operations.

The service fees we charge borrowers may decline in the future due to factors beyond our control and any
material decrease in such service fees could harm our business, financial condition and results of operations.

We generate a substantial majority of our revenues from service fees we charge borrowers. In 2016, 2017 and for the six months ended
June 30, 2018, service fees, consisting of loan facilitation servicedirect model, loan facilitation serviceintermediary model and post origination service, accounted
for 82.3%, 88.6% and 93.4% of our net revenues, respectively. Any material decrease in our service fees would have a substantial impact on our revenues and profitability. In the event that the amount
of service fees we collect from borrowers for loans we facilitate decrease significantly in the future and we are not able to reduce the funding cost of the loans we facilitate or adopt any cost
control initiatives, our business, financial condition and results of operations will be harmed. The level of service fees we collect from borrowers may also be affected by a variety of factors,
including our borrowers' creditworthiness and ability to repay, the competitive landscape of our industry, our access to funding sources of loans we facilitate and regulatory requirements. Our service
fees may also be affected by changes in our product and service mix and changes to our borrower engagement initiatives. Our competitors may also offer more attractive fees, which may require us to
reduce our service fees to compete effectively. Certain consumer financing solutions offered by traditional financial institutions

may
provide lower fees than our service fees. Although we do not believe such consumer financing solutions currently compete with our products or target the same underserved consumers in China, such
traditional financial institutions may decide to do so in the future, which may have a material adverse effect as to the service fees that we will be able to charge borrowers. Furthermore, as our
borrowers establish their credit profile over time, they may qualify for and seek out other consumer
financing solutions with lower fees, including those offered by traditional financial institutions offline, and we may need to adjust our service fees to retain such borrowers.

In
addition, our service fees are sensitive to many macroeconomic factors that are beyond our control, such as inflation, recession, the performance of credit markets, global economic
disruptions, unemployment and fiscal and monetary policies. If the service fees we collect from borrowers decrease significantly due to factors beyond our control, our business, financial condition
and results of operations will be materially and adversely affected.

Our
service fees, to the extent they are fully or partially deemed as loan interest, may also be subject to the restrictions on interest rates as specified in applicable rules on private
lending. Pursuant to the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court on August 6, 2015, or the Private
Lending Judicial Interpretations, if the services fees that we charge borrowers are considered as loan interest and we are deemed as a lender, and if the sum of the annual interest that lenders charge
and our service fees exceed 36%, the portion of the service fees that exceeds the 36% limit is invalid, and even if the borrower has paid the portion of the service fees that exceeds the 36% limit,
such borrower may request us to refund the portion of the service fees that exceeds the 36% limit and the PRC courts will uphold such request. In accordance with Circular 141, the overall cost of
loans, including the loan interest and other forms of fees charged by the institutions shall be included in an overall annualized interest rate and conform to the restrictions on interest rates as
specified in applicable rules on private lending. The Compliance Checklist further specifies that interests and fees collected by any third party collaborator or charged offline shall form part of an
overall annualized interest rate. In addition, the online lending information intermediary is also prohibited to deduct loan interest, service fees, administrative fee and deposit from a loan
principal in advance. In 2017, the upfront service fees we deducted as prohibited by the Circular 141 and the Compliance Checklist amount to RMB405 million, representing 13.4% of the total
consideration paid by borrowers during the same period. We have ceased deducting any service fees from a loan principal in advance and have complied with applicable regulatory requirements since
December 7, 2017.

In
April 2017, the Head Office for Special Rectification of Peer-to-Peer Online Lending issued the Notice on Rectification of Carrying out "Cash Loan" Business, or the Notice,
which requires local counterparts of the National Rectification Office to conduct a full-scale and comprehensive inspection of cash loan business conducted by online platforms and require such
platforms to conduct necessary rectification measures within a designated period to comply with relevant requirements specified in the Notice. The Notice focuses on preventing malicious fraudulent
activities, loans that are offered at extortionate interest rates and violent loan collection practices in the cash loan business operation of online platforms.

We
facilitated loans amounting to RMB34,400 million in 2017, approximately 8.64% of which had annualized fee rates exceeding 36%. We have reduced our annualized fee rates of all
products which exceeded the 36% limit and have complied with applicable regulatory requirements since December 7, 2017. The annualized fee rates of all new loans that we facilitated since
December 7, 2017 are below 36%. As a result, we do not believe that our current service fees and various other fees charged from our borrowers violate these provisions. However, if our current
fee level is deemed to be excessive or constitutes usurious loans under any existing or future relevant PRC laws, regulations and rules, parts
or all of the fees we collected may be ruled as invalid by the PRC courts, and we may face, among others, regulatory warning, correction order, or be required to reduce the fees and annual interest
rate we charge our borrowers. In addition, any future changes on APR ceiling may affect our profitability. If such situations were to occur, our business, financial condition, results of operations
and prospects would be materially and adversely affected.

There
is no clear regulatory guidance on APR calculation methodology. We calculate APRs of our loan products based on total borrowing costs and original amount of loan principal on an
annualized basis. If regulatory authorities unify the APR calculation to a method that is different from ours, the APRs of part of our current loan products might represent a risk of breaching
regulatory APR ceiling. As a result, we may be requested to lower APRs by the regulators and our profitability might be negatively impacted.

We face competition in the online consumer finance industry, and, if we do not compete effectively, our
results of operations could be harmed.

The
online consumer finance industry in China is highly competitive, and we compete with other sizable online consumer lending marketplaces with a focus on prime borrowers and mass
affluent individual investors. We also compete with other financial products and companies that attract borrowers, investors, institutional funding partners or all. Our competitors may operate
different business models, have different cost structures or selectively participate in different market segments. They may ultimately be proven more successful or more adaptable to consumer demand
and new regulatory, technological and other developments. Some of our current and potential competitors have significantly more financial, technological, marketing and other resources than we do and
may be able to devote greater resources to the development, promotion, sale and support of their product and services offerings. Our competitors may also have longer operating history, more extensive
user bases, greater brand recognition and brand loyalty and broader relationships with business partners. Additionally, a current or potential competitor may acquire, or form strategic alliances with,
one or more of our competitors. Our competitors may be better at satisfying user demand by developing tailored products, offering attractive service fees, strengthening risk management capabilities,
introducing more advanced and effective data analytics technologies, obtaining funding sources at more favorable rates and undertaking more extensive and effective marketing campaigns. Furthermore,
more players may enter this market and increase the level of competition. In face of such competition, in order to grow or maintain the amount of loans facilitated to borrowers and allocated to
investors, we may have to lower our service fees, which could materially and adversely affect our business and results of operations. If we are unable to compete with such companies and meet the need
for innovation in
our industry, the demand for our products or services could stagnate or substantially decline, which could harm our business and results of operations.

With
respect to investors, we compete with other online consumer finance marketplaces offering multiple investment products, wealth management centers and traditional banks in China. If
a substantial number of our investors choose other investment alternatives, our business, financial condition and results of operations could be materially and adversely affected.

If we are unable to maintain or increase the amount of loans we facilitate or if we are unable to retain
existing borrowers or attract new borrowers, our business and results of operations will be adversely affected.

The amount of loans facilitated through our platform was RMB18,996 million in 2016, RMB34,400 million in 2017 and
RMB19,879 million for the six months ended June 30, 2018. To maintain and increase the amount of loans we facilitate, we must continue to engage our existing borrowers and attract new
borrowers, which may be affected by several factors, including our brand recognition and reputation, our products and services offered, our efficiency in engaging prospective borrowers, our ability to
convert registered users to borrowers, the effectiveness of our credit analysis and risk management system, our ability to secure sufficient and cost-efficient funding, the service fees we charge
borrowers, our borrower experience, the PRC regulatory environment governing our industry and the macroeconomic environment. For example, although we do not believe any of the loan products we
currently facilitate is explicitly prohibited in accordance with the recently promulgated requirements under Circular 141 and Circular 57, we have taken rectification measures, including

adjusting
the annualized fee rates not to exceed 36% and ceasing deducting service fees from a loan principal in advance, to better comply with the applicable requirements.

In
addition, we currently collaborate with 301 online and 14 offline channel partners. In 2017 and for the six months ended June 30, 2018, approximately 69% and 67% of our active
borrowers for Xiaoying Card Loan and all of our active borrowers for Xiaoying Preferred Loan and Xiaoying Housing Loan were engaged through our channel partners. If these channels become less
effective or less efficient, if we are unable to continue to use these channels or work with less channel partners, or if we cannot expand our business partner base or work with more business
partners, we may not be able to acquire and engage new and existing borrowers efficiently. In addition, we may also impose more stringent borrower qualifications to ensure the quality of the loans we
facilitate, which may negatively affect the amount of loans we facilitate. If we are unable to attract borrowers or if borrowers do not continue to use our products and services, we may be unable to
increase our amount of loans facilitated and
corresponding revenues, and our business and results of operations may be materially and adversely affected.

Our platform requires adequate funding and access to adequate lending capital on terms acceptable to us
cannot be assured.

Our business involves matching of borrowers and investors and we collaborate with individual investors, corporate investors and institutional
funding partners such as banks and trust companies to fund the loans we facilitate. The growth and success of our future operations depend on the availability of adequate funding to meet borrower
demand for loans facilitated on our platform. As of June 30, 2018, 84.2% of the total outstanding funding balance for loans we facilitated were provided by individual investors, and 15.8% were
provided by corporate investors and institutional funding partners. In order to maintain the requisite level of funding for the loans we facilitate to meet borrower demand, we will need to optimize
the investor funding composition of our platform.

However,
our cooperation with banking financial institutions may be subject to restrictions stipulated under Circular 141, according to which banking financial institutions shall not
receive credit enhancement services offered by any third party that lacks qualifications to provide guarantee, and shall ensure that such third party does not charge fees from borrowers. Under our
existing cooperation model with banking financial institutions prior to the promulgation of Circular 141, some of our entities lacking the qualifications to provide guarantee also provide
guarantee to certain funding arrangements with banking financial institutions. As a result, our banking financial institution partners may cease our cooperation under such existing business model,
which may adversely affect our funding capabilities. In light of this recent regulatory development, we have reviewed and adjusted our cooperation with banking financial institution partners, such as
suspending certain cooperations, to better comply with the regulatory requirements. Such review and adjustment have partially led to the increase in our loans held for sale balance to
RMB768.6 million (US$116.2 million) as of December 31, 2017. Compared to 2016, we had overall increases in the volume of loans facilitated through the intermediary model in 2017
despite ceasing the online intermediary model in April 2017. We gradually reduced the volume of loans facilitated through the offline intermediary model with funding from banking financial institution
partners after December 31, 2017 due to regulatory requirement and completely ceased such operations in February 2018. We cannot assure you, however, that we will be able to adopt a compliant
business model vis-à-vis institutional funding partners in a timely manner, or at all, or that such business model will be sufficiently viable, which in turn may adversely affect our
ability to obtain adequate funding to grow our business.

In
addition, regardless of our risk management efforts, credit facilitated by us may nevertheless be considered riskier and may have a higher delinquency rate than loans made by
traditional financial institutions. In the event if our investors have determined not to continue to collaborate with us, or regulatory authorities impose any limitation on funding from investors,
especially individual investors,

we
may not be able to maintain necessary levels of funding without incurring high costs of capital or at all. For example, certain troubled online lending platforms defaulted or collapsed in
July 2018, which adversely affected investors' confidence in the online consumer finance industry, resulting in a reduction in the availability of funding from individual investors. Consequently, the
loan facilitation volume for our loans products in July 2018 decreased significantly compared to the average monthly loan facilitation volume for the six months ended June 30, 2018. See
"Prospectus SummaryRecent Developments" for more details.

If
our platform is unable to provide potential borrowers with loans on a timely basis due to insufficient funding sources on our platform, the volume of loans facilitated on our platform
may be significantly impacted and we may experience a loss of market share or slower than expected growth, which would harm our business, financial condition and results of operations.

If the provision of services by ZhongAn becomes limited, restricted, or is rendered less effective or more
expensive, our business may be materially and adversely affected.

We have partnered with ZhongAn since inception and have established in-depth cooperation in multiple areas of our business operations. We have
entered into strategic cooperation framework agreements with ZhongAn with respect to credit insurance, other insurance products, user referrals, and cross-sales. See "BusinessOur
Partnership with ZhongAn." Although we have entered into a series of agreements relating to our ongoing business cooperation and service arrangement with ZhongAn, we cannot assure you that the
provisions of services provided by ZhongAn will continue to remain at the same level or on more favorable terms in the future. Furthermore, in general, our cooperation agreements with ZhongAn have an
initial term of one year and can be automatically renewed for another year, the agreements can be terminated by notice or negotiation of parties. In addition, given Shenzhen Xiaoying and Shenzhen
Tangren are both consolidated VIEs, while we believe our past and current cooperation model with ZhongAn does not violate any prohibitive rules relating to Online Lending Information Services,
including among others, does not constitute as providing any guarantee to lenders directly or in a disguised form by online lending information intermediary under the Interim Measures or constitute as
setting aside risk reserve funds by online lending information intermediaries to protect investors against default under Circular 57, we cannot assure you that the regulators would hold the
same view as ours. See "RegulationRegulations Relating to Online Lending Information." If our agreements with ZhongAn were terminated or to be altered to our disadvantage, our business,
results of operations and financial condition will be materially and adversely affected.

We
cannot assure you that ZhongAn will continue to provide its insurance decision opinion, which is based on its credit analysis model, leveraging its resources and access to various
databases, including PBOC CRC that is only available to licensed financial institutions. In case, our risk valuation principal
will not change, but will simply replace this input with other proxies. We are working with other partners with financial license on co-developing risk management capabilities. The denial of access to
ZhongAn's insurance opinion may materially and adversely impact our ability to assess the creditworthiness of prospective borrowers in the future. Any deterioration in our risk assessment capabilities
may adversely affect the quality of transactions that we facilitate and we may experience higher delinquency rates, which may materially and adversely affect our business, results of operations and
financial condition.

Moreover,
94.0% (a percentage equal to the cumulative investment amount covered by ZhongAn's credit insurance divided by the cumulative investment amount in loan products) of the loan
products we facilitated were covered by the credit insurance products provided by ZhongAn as of June 30, 2018. The protection offered by ZhongAn's insurance policy on our loan products
significantly enhances the confidence of our investors and other business partners. In addition to ZhongAn's insurance protection, Shenzhen Tangren, our consolidated VIE with the financing guarantee
license, currently provides a

guarantee
for certain loan products we facilitate. When in the event of default, Shenzhen Tangren will compensate ZhongAn for ZhongAn's payout amount to our investors in accordance with the agreements
with ZhongAn; however, Shenzhen Tangren's compensation obligation shall not exceed the financial guarantee service fees Shenzhen Tangren collectible from all the borrowers for such loans. See also
"Management's Discussion and Analysis of Financial Condition and Results of OperationsLoan PerformanceDelinquency Rate by Vintage" for further information. We may consider
introducing other investor protection arrangements, such as alternative guarantee providers, to ZhongAn or investors. We cannot assure you that new arrangements would be perceived by ZhongAn or
investors, which may have adverse impact on our business operations. If ZhongAn ceases business collaboration with us, it may adversely affect our relationship with our users and other business
partners, including institutional funding partners, who view on the insurance protection offered by ZhongAn with importance. Furthermore, we may face the risk that ZhongAn cannot provide credit
insurance for our loan products with the same terms or at all. See "If we are unable to obtain adequate credit insurance under terms or conditions acceptable to us due to changes in the
credit insurance regulations in China, our business, financial condition and results of operations would be materially and adversely affected."

We
also benefit from ZhongAn's strong brand recognition and market position in China. If ZhongAn loses its market position, the effectiveness of our cooperation with ZhongAn may be
materially and adversely affected. In particular, any negative publicity associated with ZhongAn and its affiliates and services provided by ZhongAn and its affiliates, or any negative development in
respect of their market position or compliance with legal or regulatory requirements in China, may have an adverse impact on the effectiveness of our cooperation with ZhongAn as well as our business,
results of operations, brands, reputation and prospects.

If we are unable to obtain adequate credit insurance under terms or conditions acceptable to us due to
changes in the credit insurance regulations in China, our business, financial condition and results of operations would be materially and adversely affected.

On July 11, 2017, China Insurance Regulatory Commission promulgated the Interim Measures for the Supervision of
Credit Guarantee and Insurance Business, or the Interim Measures for the Credit Guarantee, pursuant to which the insurance companies carrying out credit insurance businesses,
such as ZhongAn, are required to comply with the regulatory requirements on solvency and ensure the overall size of business is appropriate for the capital strength of the company. When carrying out
credit insurance business, insurance companies are required to pay particular attention to the underlying risks, fully assess the impact of credit insurance business on the solvency of the company,
and duly perform liquidity risk management. The insurance companies have to establish more stringent internal control measures to ensure the compliance of the credit insurance business. Furthermore,
the Interim Measures for the Credit Guarantee sets out specific rules regarding insurance companies carrying out credit insurance business via online consumer finance platform, under which the
insurance companies shall not cooperate with the online consumer finance platforms that are not in compliance with the applicable laws governing the online consumer finance industry. Depending on the
type of credit insurance business and the nature of the policyholder, the balance of self-retained liability of the insurance company cannot exceed the respective limits as set forth in the Interim
Measures for Credit Guarantee. In addition, the insurance company is required to request the cooperating online consumer finance platform to publish material information in relation to such
cooperative insurance product mutually approved by both parties.

We
have cooperated with ZhongAn to develop credit insurance products to secure insurance protection for 94.0% of the loans we facilitated as of June 30, 2018. If ZhongAn is unable
to continue to provide the credit insurance with same terms and conditions we may not be able to remain adequate credit insurance for our loan products as before, or may have to incur additional cost
in purchasing

such
insurance from ZhongAn or other insurance companies. If we are unable to obtain adequate credit insurance for our loan products under terms or conditions acceptable to us, our business, financial
condition and results of operations would be materially and adversely affected.

We may be deemed to operate financing guarantee business by
the PRC regulatory authorities.

The State Council promulgated the Regulations on the Supervision and Administration of Financing Guarantee
Companies, or Financing Guarantee Rules, on August 2, 2017, which became effective on October 1, 2017. Pursuant to the Financing Guarantee Rules, "financing
guarantee" refers to the activities in which guarantors provide guarantee to the guaranteed parties as to loans, bonds or other types of debt financing, and "financing guarantee companies" refer to
companies legally established and operating financing guarantee business. According to the Financing Guarantee Rules, the establishment of financing guarantee companies shall be subject to the
approval by the competent government department, and unless otherwise stipulated by the state, no entity may operate financing guarantee business without such approval. If any entity violates these
regulations and operates financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines ranging from RMB500,000 to RMB1,000,000,
confiscation of illegal gains if any, and if the violation constitutes a criminal offense, criminal liability shall be imposed in accordance with the law. We have cooperated with banks, trust
companies, and other institutional funding partners who funded the loans for our borrowers. See "BusinessFunding." Under our current business model, some of our entities lacking the
qualifications to provide financing guarantee are obligated to repay certain institutional funding partners the full overdue amount in case the borrowers fails to repay, or purchase the creditor's
rights of the underlying loan from certain institutional funding partners under certain circumstances.

In
addition, prior to September 2017, we, at our sole discretion, paid ZhongAn for substantially all the loan principal and interest default but have not been subsequently collected
through some of our entities lacking qualifications to provide financing guarantee. See "BusinessOur Partnership with ZhongAn." Due to the lack of further interpretations, the exact
definition and scope of "operating financing guarantee business" under the Financing Guarantee Rules is unclear. It is uncertain whether we would be deemed to operate financing guarantee business
because of our cooperation model with ZhongAn and our current arrangements with banks, trust companies and other institutional funding partners. As of the date of this prospectus, we have not been
subject to any fines or other penalties under any PRC laws or regulations related to financing guarantee business. Furthermore, given Shenzhen Xiaoying and Shenzhen Tangren are both our consolidated
VIEs, while we believe our past and current cooperation model with ZhongAn does not constitute providing any guarantee to lenders directly or in a disguised form by online lending information
intermediary under Interim Measures or under Circular 57, we cannot assure you that the regulators would hold the same view as ours. Given the evolving regulatory environment of the financing
guarantee business, we cannot assure you that we will not be subject to any fines, penalties or other liabilities, or be required in the future by the relevant governmental authorities to obtain
approval or license for financing guarantee business to continue our collaboration with banks, trust companies and other institutional funding partners. If we are required to amend the current model
or are no longer able to collaborate with banks, trust companies or other institutional funding partners at all, or become subject to penalties, our business, financial condition, results of
operations and prospects could be materially and adversely affected.

For
the impact of Circular 141 and Circular 57 on our cooperation with institutional funding partners, see "Risks Relating to Our Business and
IndustryOur platform requires adequate funding and access to adequate lending capital on terms acceptable to us cannot be assured."

Failure in our proprietary credit analysis and risk management system may materially and adversely affect our
products and service.

We offer our products and services based on risk assessment conducted by our proprietary credit analysis and risk management system, which is
strengthened by ZhongAn's insurance decision opinion based on its credit analysis model. In particular, we, at our sole discretion, took on the substantial credit risk of the borrowers for the loans
with credit insurance provided by ZhongAn prior to September 2017 and under the guarantee provided by Shenzhen Tangren, our consolidated VIE with the financing guarantee license, for certain loan
products we facilitate in addition to ZhongAn's credit insurance (Shenzhen Tangren's compensation obligation shall not exceed the financial guarantee service fees Shenzhen Tangren collectible from all
the borrowers for such loans) after September 2017. See "BusinessOur Partnership with ZhongAnCredit Insurance" for details. Our system uses machine learning and modeling
techniques to analyze transaction and repayment data from loans that we facilitated and data from applicants and other third-party sources. Even though we have accumulated a large amount of applicant
data and extensive credit analysis experience to perform risk management analysis in our system, our credit analysis and risk management system may not be continuously effective as we continue to
increase the amount of loans we facilitate, expand our borrower and investor base and broaden our borrower and investor acquisition and engagement efforts through different channels in the future. If
our credit analysis model contains inaccurate assumptions or inefficiencies through model updates, or if the credit data and analysis we obtain are inaccurate or outdated, our credit analysis could be
negatively affected, resulting in inaccurate decision. If we are unable to effectively and accurately assess the credit profiles of applicants based on their credit profiles, we may either be unable
to offer attractive service fee rates and products and services to borrowers, or unable to maintain low delinquency rates for loans we facilitate or to attract investors with satisfactory annualized
investment return for our investment products. In addition, our credit analysis may not be able to provide more predictive assessments of future borrower behavior and result in better evaluation of
our borrower base as compared to our competitors. Furthermore, our risk management model and system may not optimally protect our business against systemic risk. If our proprietary credit analysis and
risk management system fails to perform effectively, our business, liquidity and results of operations may be materially and adversely affected.

If we are unable to maintain low delinquency rates for transactions facilitated by us, our business and
results of operations may be materially and adversely affected. Further, historical delinquency rates may not be indicative of future results.

Investments in loans on our platform involve inherent risks as the return of the principal on a loan investment made through our platform is not
guaranteed, although we aim to limit investor losses due to borrower defaults within an industry acceptable range through various preventive measures we have taken or will take. The delinquency rate
by balance for outstanding loans that were 91 to 180 days past due increased from 0.38% as of December 31, 2016 to 1.34% as of December 31, 2017, to 3.26% as of June 30,
2018 and further to 3.28% as of July 31, 2018 and decreased to 3.04% as of August 31, 2018. See "Prospectus SummaryRecent Developments" for more details.

Our
ability to attract and retain borrowers and investors is significantly dependent on our ability to effectively assess a borrower's credit profile and maintain low delinquency rates.
To conduct this assessment, we have employed a series of procedures and developed a proprietary credit assessment and decisioning model. Our credit scoring model aggregates and analyzes the personal
information submitted by a prospective borrower as well as the data we collect from a number of internal and external sources, and then generates a credit assessment result for the prospective
borrower. If our credit scoring model contains programming or other errors, is ineffective or the information provided by borrowers or third parties is incorrect or stale, our loan pricing and
approval process could be negatively affected, resulting in misclassified loans or incorrect approvals or denials of loans. If we are

unable
to effectively and accurately assess the credit profiles of borrowers, we may be unable to maintain low delinquency rates of loans facilitated by our platform.

For
example, Xiaoying Preferred Loan is high-credit-limit unsecured loan product. As for loans funded by investors of Xiaoying Wealth Management, the credit line ranges from RMB100,000
to RMB200,000. As for loans funded by institutions, the credit line could be up to RMB600,000. The borrowers of Xiaoying Preferred Loan are usually real estate property owners. We assess the
borrowers' credit ability by verifying their property ownership certificates and mortgage information in banks. However, we do not own any mortgage rights over the borrower's property if the borrower
becomes insolvent or defaults on the loans. Therefore, if the borrower's financial condition deteriorates, we may not be able to take measures to prevent borrower's default and to maintain a low
delinquency rates for loans facilitated by our platform.

In
addition, the tightening of industry regulations following the release of Circular 141 and Circular 57 resulted in an unexpected short-term volatility of borrower credit performance
across our industry. Online lending platforms have ceased extending "cash loans" with the four characteristics as defined under Circular 141 and a number of online lending platforms significantly
altered their business models or suspended operations altogether. The impact is relatively more acute on products with short term and small loan balance, such as Xiaoying Card Loans, as borrowers
previously used to be able to easily borrow from other online lending platforms to fund their repayment. The release of Circular 141 and Circular 57 led to liquidity shortage for certain borrowers who
relied on lending from other lending platforms to repay Xiaoying Card Loans. We observed higher delinquency or default rate for Xiaoying Card Loans than previously estimated and accordingly recorded
an additional contingent liability of RMB109.1 million (US$16.5 million) in the fourth quarter of 2017.

Although
investor's entitlement under the loans we facilitated are protected by ZhongAn's credit insurance, if widespread defaults were to occur, investors may still lose confidence in
our platform and our business and results of operations may be materially and adversely affected. Moreover, we, at our sole discretion, took on the substantial credit risk of the borrowers with credit
insurance provided by ZhongAn prior to September 2017 and under the guarantee provided by Shenzhen Tangren, our consolidated VIE with the financing guarantee license, for certain loan products we
facilitate in addition to ZhongAn's credit insurance (Shenzhen Tangren's compensation obligation shall not exceed the financial guarantee service fees Shenzhen Tangren collectible from all the
borrowers for such loans) after September 2017. The delinquency rates of our loan products directly impacted our financial statements prior to September 2017 as we at our sole discretion compensated
ZhongAn for substantially all the loan principal and interest default but have not been subsequently collected. For example, the increase in delinquency rates would cause (i) increase in
guarantee liabilities, which primarily represents our constructive obligation to make future payments under Old ZhongAn Model where we pay for substantially all the loan principal and interest default
but have not been subsequently collected at our own discretion and (ii) decrease in recognized revenue from facilitation and post-origination services. Under New ZhongAn Model, for most
Xiaoying Card Loan newly facilitated since September 2017, we negotiate the upper limit of Shenzhen Tangren's compensation obligation prospectively at each quarter with ZhongAn based on the expected
default rate. The portion that we are obligated to pay to ZhongAn but are not expected to be collected from the borrowers due to the estimated default or prepayment risk in relation to the guarantee
fee is recorded in the change in fair value of financial guarantee derivative. Moreover, if the total amount of the insurance compensation paid by ZhongAn to the insured investors exceeds the expected
maximum payout amount for certain period, ZhongAn is entitled to increase the insurance premium collectible from new borrowers, which would impact our results of operations in the event we are unable
to pass on such increase to new borrowers. In addition, when the delinquency rates of our loan products increase, we may also need to increase the guarantee fees that we are entitled from new
borrowers. In the event we are not able to raise the APR to capture such increase in guarantee fees, our results of operations

would
be adversely affected. The pre-agreed upper limit of our compensation obligation to ZhongAn increased from 3.80% (annualized) of the originated principal of Xiaoying Card Loan in 2017 to 8.62%
(annualized) for the three months ended March 31, 2018 and 6.95% (annualized) for the three months ended June 30, 2018. See "Financial InformationLoan
PerformanceDelinquency Rate by Vintage" and "BusinessOur Partnership with ZhongAnCredit Insurance" for more details. Therefore, if we are unable to maintain low
delinquent rates for transactions we facilitated, our business and results of operations may be materially and adversely affected.

The data that we collect may be inaccurate due to inadvertent error or fraud. If we fail to detect inaccurate
and false information, the performance of our credit analysis will be compromised, and our business, results of operations and brand and reputation will be negatively impacted.

We analyze data provided directly by applicants or with their authorization and data from third parties. The data we receive may not accurately
reflect an applicant's creditworthiness because such data may be based on outdated, incomplete or inaccurate information due to inadvertent error or fraud. In addition, the completeness and
reliability of consumer credit history information in the PRC is relatively limited. The People's Bank of China, or PBOC, has developed and put into use a national personal and corporate credit
information database which remains relatively underdeveloped.

The
data provided directly by an applicant to us may become outdated and inaccurate, as he or she may have, after providing the data
to us:



become delinquent in the payment of an outstanding obligation;



defaulted on a pre-existing debt obligation;



taken on additional debt; or



sustained other adverse financial events.

We
conduct data screening to detect inaccurate information and improve the quality of the data input for our credit analysis model. However, our data screening and anti-fraud systems may
be insufficient to accurately detect inaccurate and fraudulent information. Such inaccurate or fraudulent information could compromise the accuracy of our credit analysis and adversely affect the
effectiveness of our control over our delinquency rates. We may not be able to recoup funds underlying loans made in connection with inaccurate or fraudulent data, which may materially and adversely
affect our results of operations. To better assess a borrower's creditworthiness, we consult the insurance decision opinion from ZhongAn based on its credit analysis and cooperate with third-party
credit agencies and databases for credit data of borrowers. However, due to the underdevelopment of an industry-wide information sharing arrangement, we are unable to determine whether applicants have
outstanding loans through other online lending platforms at the time they obtain a loan from us or the aggregate amount borrowed by a borrower through our platform and other online lending platforms.
This creates the risk that a borrower may borrow money through us in order to pay off loans on other online lending platforms and vice versa. The additional debt may adversely affect the borrower's
creditworthiness generally, and could result in the financial distress or insolvency of the borrower, impairing the borrower's ability to repay the loan and the investor's ability to receive
investment returns associated with such loan. In addition, if a borrower incurs debt on other online lending platforms in order to repay our loans, the borrower's ability to repay such loans is
limited by the availability of funding sources subject to factors beyond the borrower's control, which may adversely affect our results of operations. For example, the release of Circular 141 and
Circular 57 in December 2017 tightened industry regulations and resulted in an unexpected short-term volatility of borrower credit performance across our industry. Online lending platforms have ceased
extending "cash loans" with the four characteristics as defined under Circular 141 and a number of online lending platforms significantly altered their business models or suspended operations
altogether. The impact is relatively more acute

on
products with short term and small loan balance, such as Xiaoying Card Loans, as borrowers previously used to be able to easily borrow from other online lending platforms to fund their repayment.
The release of Circular 141 and Circular 57 led to liquidity shortage for certain borrowers who relied on other lending platforms to repay Xiaoying Card Loans. We observed higher delinquency or
default rate for Xiaoying Card Loans than previously estimated and accordingly recorded an additional contingent liability of RMB109.1 million (US$16.5 million) in the fourth quarter of
2017.

In
addition, a significant increase in fraudulent activities could negatively impact our brand name and reputation, discourage investors from investing in loans on our platform, reduce
the amount of loans facilitated to borrowers and make it necessary to take additional steps to reduce fraud risk, which could increase our costs. High profile fraudulent activities could even lead to
regulatory intervention, and may divert our management's attention and cause us to incur additional expenses and costs.

Although
we have not experienced any material business or reputational harm as a result of fraudulent activities or inaccurate information in the past, we cannot rule out the possibility
that inaccurate information or fraudulent activities may materially and adversely affect our business, financial condition and results of operations in the future.

We may be required to obtain additional value-added telecommunication business licenses.

PRC regulations impose sanctions on entities for engaging in the provision of telecommunication business of a commercial nature without having
obtained a value-added telecommunication business license. If we fail to obtain licenses required for our business, we could be subject to sanctions including corrective orders and warnings from the
PRC telecommunication administration authority, fines and confiscation of illegal gains and, in the case of significant infringements, the websites and mobile applications may be ordered to cease
operation.

Pursuant
to the Interim Measures, we are required to apply for appropriate telecommunication business operation permit, i.e., the value-added telecommunication business license,
in accordance with relevant provisions of competent communication departments after we have completed the registration of online lending intermediary with local financial regulatory authority. The
local government authority has not yet issued the relevant implementation rules regarding such filing and therefore we cannot assure you we will be able to make the necessary filing or apply for the
value-added telecommunication business license. See "The regulatory regime governing the online consumer finance industry in China is developing and subject to changes in applicable laws
and regulations. If we fail to comply with existing and future applicable laws or regulations or requirements of local regulatory authorities, our business, financial condition and results of
operations would be materially and adversely affected." Even if we have obtained the telecommunication business license, we may also be subject to monetary penalty or suspension of operation and
rectification by the telecommunication administrations if we fail to operate the business as prescribed in the telecommunication operating licenses, or fail to operate the business as regulated
by the telecommunications administration or other regulatory authorities.

Given
the evolving regulatory environment of the consumer finance industry and value-added telecommunication business, we cannot rule out the possibility that the PRC communication
administration authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs to obtain Internet content provider licenses, or
ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses or other value-added telecommunication business licenses, or issue new regulatory requirements to institute
a new licensing regime for our industry. If such value-added telecommunication business licenses are required in the future, or a new license regime is introduced or new regulatory rules are
promulgated, we cannot assure you that we would be able to obtain any required license or other regulatory approvals in a timely manner, or at all, which would subject us to the sanctions described
above or other sanctions as stipulated in the new regulatory rules, and materially and adversely affect our business and impede our ability to continue our operations.

Furthermore, pursuant to the Interim Administrative Provisions on the Operation via Third-party E-commerce Platforms by Securities Investment Funds Sale
Institutions effective on March 15, 2013, any third-party e-commerce platform which provides "ancillary services" for online subscription and sale of fund units shall have a valid
telecommunication business license issued by competent authority for at least three years before commencing the provision of such ancillary services, otherwise the platform could be subject to
administrative orders including rectification and suspension of noncompliant business. The display of money market products administered by qualified asset management institutions on our platforms and
the provision of traffic referral service may be deemed by the regulatory authority as providing ancillary services for online subscription and sale of fund units, which require a telecommunication
business license that we currently do not hold and may subject us to rectification or suspension of the aforementioned business if so required by the CSRC. Additionally, according to Guidance on Regulating Asset Management
Business of Financial Institutions, or the Guidance, which was promulgated jointly by the PBOC, China Insurance
Regulatory Commission, CSRC and the SAFE on April 27, 2018, only financial institutions, such as banks, trusts, securities, funds, futures, insurance asset management agencies and financial
asset investment companies, can operate asset management business. As ancillary services that we currently provide are not "asset management business" as defined in the Guidance or other applicable
Laws and Regulations, we do not believe that we would be subject to the Guidance. However, we cannot assure you if the money market products offered by the relevant financial institutions to which we
provide the ancillary services will not be ceased pursuant to the Guidance.

Nevertheless,
the interpretation and the enforcement of such regulations in the context of online consumer finance industry remains uncertain, and therefore, it is unclear what kind of
value-added telecommunication business licenses we should obtain. Given the evolving regulatory environment of the consumer finance industry and value-added telecommunication business, we cannot rule
out the possibility that the PRC communication administration authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs to
obtain Internet content provider licenses, or ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses or other value-added telecommunication business licenses, or
issue new regulatory requirements to institute a new licensing regime for our industry. If such value-added telecommunication business licenses are clearly required in the future, or a new license
regime is introduced or new regulatory rules are promulgated, we cannot assure you that we would be able to obtain any required license or other regulatory approvals in a timely manner, or at all,
which would subject us to the sanctions described above or other sanctions as stipulated in the new regulatory rules, and materially and adversely affect our business and impede our ability to
continue our operations.

If our products and services do not achieve sufficient market acceptance, our financial condition, results of
operations and competitive position will be materially and adversely affected.

We facilitate various loan products, in particular Xiaoying Card Loan and Xiaoying Preferred Loan to our borrowers, and provide investment
products to investors through Xiaoying Wealth Management. While we intend to broaden the scope of products and services that we offer, we may not be successful in doing so. New products and services
must achieve a certain level of market acceptance in order for it to be economically feasible for us to bear the default risks associated with them and recoup our investment costs in developing and
bringing them to market. Our existing or new products and services could fail to attain sufficient market acceptance for many reasons, including:



our failure to predict market demand accurately and supply attractive and increasingly personalized products and services at appropriate prices
and in amount that meet this demand in a timely fashion;



our existing products and services may cease to be popular among current borrowers and investors or prove to be unattractive to prospective
borrowers and investors;

our failure to assess risk associated with new products and services and to properly price such products and services;



negative publicity about our products and services or mobile applications' performance or effectiveness;



critical assessment taken by regulatory authorities that the launch of new products and services and changes to our existing products and
services do not comply with PRC laws, regulations or rules applicable to us; and



the introduction or anticipated introduction of competing offerings by competitors.

If
our existing and new products and services do not achieve adequate acceptance in the market, our financial condition, competitive position and results of operations could
be harmed.

Increases in market interest rates could negatively affect the amount of loans facilitated by us and cost of
funds provided to borrowers.

All loans facilitated by us have fixed service fee rates charged by us and interest rates. If prevailing market interest rates rise, the service
fee rates and interest rates of loans we facilitate may rise accordingly, and borrowers may be less likely to accept such adjusted terms. If
borrowers decide not to use our products because of such an increase in market interest rates, our ability to retain existing borrowers and engage prospective borrowers as well as our competitive
position may be severely impaired. If we are unable to effectively manage such market interest rate risk, our business, profitability, results of operations and financial condition could be materially
and adversely affected.

Any harm to our brand or reputation or any negative publicity about the parties that we collaborate with may
materially and adversely affect our business and results of operations.

Enhancing the recognition and maintaining the reputation of our brand is critical to the current performance and future growth of our business
and competitiveness, since this initiative affects our ability to better attract and serve consumers and to maintain and expand our relationship with our investors. Factors that are vital to this
objective include our ability to:



maintain the effectiveness, quality and reliability of our systems;



provide consumers with satisfactory services;



engage a large number of quality borrowers with low delinquency rate;



improve our credit analysis and risk management system;



effectively manage and resolve user complaints; and



effectively protect personal information and privacy of users.

Any
malicious or otherwise negative allegation made by the media or other parties about our company, including our management, business, compliance with law, financial condition,
prospects or our historical business operations, whether with or without merit, could severely hurt our reputation and harm our business and results of operations.

In
addition, certain factors that may adversely affect our reputation are beyond our control. Negative publicity about parties that we collaborate with in the operation of our business,
including negative publicity about any failure by them to adequately protect the information of their users, to comply with applicable laws and regulations or to otherwise meet required quality and
service standards, could also harm our reputation or result in negative perception of the products or services we offer. Although we selectively establish collaboration relationships with
reliable third parties, we

cannot
assure you that they will not conduct any unsatisfactory, inappropriate or illegal actions that will damage our reputation and brand, which consequently could cause our business to be harmed.

We have obligations to verify information relating to borrowers and detecting fraud. If we fail to perform
such obligations to meet the requirements of relevant laws and regulations, we may be subject to liabilities.

Our business of connecting investors and individual borrowers constitutes an intermediary service, and our contracts with investors and
borrowers are intermediation contracts under the PRC Contract Law. Under the PRC Contract Law, an intermediary that intentionally conceals any material information or provides false information in
connection with the conclusion of an intermediation contract, which results in harm to the client's interests may not claim for any service fee for its intermediary services, and is liable for any
damage incurred by the client. Therefore, if we fail to provide material information to investors and are found to be at fault for failure or deemed failure to
exercise proper care, or to conduct adequate information verification or supervision, we could be subject to liabilities as an intermediary under the PRC Contract Law. In addition, the Interim
Measures and the Inspection Notice have imposed on online lending information intermediaries, including us, additional obligations to verify the truthfulness of the information provided by or in
relation to loan applicants and to actively detect fraud, conduct risk evaluation of lenders, categorize lenders and disclose the risk information on borrowers to the lenders. We leverage a large
database of past fraud accounts information and sophisticated rule-based detection technology in detecting fraudulent behaviors. Based on new data collected and fraudulent behaviors detected during
our daily business operations, we update our database on a monthly basis. As the Interim Measures are relatively new, it is still unclear to what extent online lending information intermediaries
should exercise care in detecting fraud. Although we believe that as an information intermediary, we should not bear the credit risk for investors as long as we take reasonable measures to detect
fraudulent behaviors, we cannot assure you that we would not be subject to any liabilities under the Interim Measures if we fail to detect any fraudulent behavior. If that were to occur, our results
of operations and financial condition could be materially and adversely affected.

We finance certain loans offered with our own funds, which may subject us to regulatory risks.

We had partially financed certain undersubscribed loans with our own funds in the past to increase matching rate and enhance borrowers'
experiences on our platform. We gradually reduced such practices after August 2016 when the Interim Measures, which prohibits online finance information intermediaries from investing in loans
using their own funds unless otherwise stipulated by laws and regulations, was promulgated, and completely ceased such practices in April 2017. As of the date of this prospectus, we have not been
subject to any fines or other penalties due to the fact that certain historical loans on our platform were partially funded with our own funds before the Interim Measures taking effect but remained
outstanding afterwards.

In
addition, we also initially provided credit using our own funds to our borrowers and subsequently sell the loans including the creditor's rights in the loans to investors on our P2P
platforms or to institutional funding partners. We completely ceased such practices with investors on our P2P platforms in April 2017. We also gradually reduced such practices with banking financial
institution partners after December 31, 2017 and completely ceased such practices in February 2018. While we do not believe that our initial loan advance would be deemed by the PRC authorities
as illegal provision of loans to the general public, which is prohibited by the PRC laws and regulations, as such initial provision of credit is transitory and we do not have the intention to retain
the loan at the outset, we cannot assure you that the regulators will hold the same view as ours.

We
cannot assure you that any practice where we finance loans with our own funds will not be deemed by the PRC government as violating the relevant PRC loans and regulations, including
provisions of the Interim Measures, and such practices may also be deemed by the PRC authorities as

illegally
providing loans to the general public or illegally granting loans without the PBOC's permit, which are prohibited by relevant PRC laws and regulations. If such practices were found to
violate the Interim Measures or other relevant PRC laws and regulations, we might be subject to fines, penalties or other liabilities, which could materially and adversely affect our business,
financial condition and prospects.

We are subject to risks associated with other parties with which we collaborate. If we cannot effectively
cooperate with such other parties or if such other parties fail to perform or provide reliable or satisfactory services, our business, financial condition and results of operations may be materially
and adversely affected.

We collaborate with certain other parties in acquiring borrowers, facilitating loans to borrowers and offering investment products to investors.
Such other parties include user acquisition partners, other institutions from which we obtain information for our credit assessment model and risk management system, guarantee providers for certain
loans we facilitated, such as Jiangxi Ruijing Financial Asset Management Co., Ltd. ("Jiangxi Ruijing," see "BusinessOur Investors and Investment Products" for details) and our cloud
computing service provider. In addition, as Jiangxi Ruijing is one of our equity investees, we may be indirectly exposed to its credit risk.

These
parties may not be able to provide accurate and complete data, sufficiently or timely perform guarantee obligations over the defaulted loans that we facilitated or provide
satisfactory services to us, borrowers and/or investors on commercially acceptable terms or at all. Any failure by these parties to continue with good business operations, comply with applicable laws
and regulations, in particular, the relevant laws and regulations in collecting and distribution personal information, or any negative publicity on these parties could damage our reputation, expose us
to significant penalties and decrease our total revenues and profitability. Also, if we fail to retain existing or attract new quality parties to collaborate with, our ability to retain existing
borrowers and/or investors, engage prospective borrowers and/or investors may be severely limited, which may have a material and adverse effect on our business, financial condition and results of
operations. In addition, certain of these other parties that we collaborate with have access to our user data to a limited extent in order to provide their services. If these other parties engage in
activities that are negligent, illegal or otherwise harmful to the trustworthiness and security of our products or system, including the leak or negligent use of data, or users are otherwise
dissatisfied with their service quality, we could suffer reputational harm and experience a decrease in users, even if these activities are not related to, attributable to or caused by us.

In
addition, we offer money market products managed by qualified asset management institutions on our platform and provide traffic referral service. Pursuant to the Compliance Checklist,
the online lending information intermediaries shall not provide access to financial products offered by other institutions without a prior regulatory permit and shall not advertise such financial
products. Due to the lack of detailed implementation rules to the Compliance Checklist, we cannot assure you that our
practice will be not deemed as violation of the Compliance Checklist. We may be required to adjust our business practice and our cooperation with third party institutions may be materially and
adversely affected.

If our ability to collect delinquent loans is impaired, or there is misconduct in payment collection, our
business and results of operations might be materially and adversely affected.

We have implemented internal payment and collection policies and practices designed to optimize the repayment process. We also engage several
third-party collection service providers to assist us with payment collection from time to time. However, we may not receive payments as expected on loans that we facilitate. Upon a borrower's
default, we will classify the defaulting borrowers into different risk levels based on the type of loan products, outstanding amount, delinquent days and historical repayment pattern. The third-party
collection agencies that we engaged will make phone calls, send text

messages,
in-person visit and claim lawsuits to the defaulting borrower to request repayment. In particular, the third-party collection agencies that we engage may not possess adequate resource and
manpower to collect payment on and service the loans we facilitated.

Moreover,
the current regulatory regime for debt collection in the PRC remains unclear. In the six months ended June 30, 2018, we refined and strengthened our administration on
collection policies and practices in consideration of the regulatory development with respect to the debt collection in the PRC consumer finance industry. As a result, we may not be able to maintain
our efficiency level to collect payments from borrowers and the delinquency rates for our loan products may increase. We cannot assure you that the third party collection personnel will not engage in
any misconduct as part of their collection efforts. Any such misconduct by our collection personnel or the perception that our collection practices are considered to be aggressive and not compliant
with the relevant laws and regulations in the PRC may result in harm to our reputation and business, which could further reduce our ability to collect payments from borrowers, lead to decrease in the
willingness of prospective borrowers to apply for loans or fines and penalties imposed by the relevant regulatory authorities, any of which may have a material adverse effect on our results
of operations.

If we are unable to provide a high-quality user experience, our reputation and business may be materially and
adversely affected.

The success of our business largely depends on our ability to provide a high-quality user experience, which in turn depends on factors such as:
(i) our ability to estimate future borrowing requests from our users, (ii) our ability to continue to offer products and services at competitive service fee rates, (iii) our
ability to provide a reliable and user-friendly mobile application user interface for users and our ability to further improve and streamline our online loan application and approval process. As of
June 30, 2018, substantially all of the transactions for our Xiaoying Card Loan and Xiaoying Wealth Management were completed through our mobile application. If users are not satisfied with our
level of service when we failed to provide sufficient loans to our users, or if our system is severely interrupted or otherwise fails to meet user requests, for example, the users have to wait for
days to receive their loan application results or our mobile app is constantly disrupted due to system failure and breakdown, our reputation could be adversely affected and we could fail to maintain
user loyalty.

Our
ability to provide high-quality user experience also depends on the quality of the products and services provided by our business partners over which we have limited or no control.
In the event that a user is dissatisfied with the quality of the products and services provided by our business partners, we do not have any means to directly make improvements in response to user
complaints, and our business, reputation, financial performance and prospects could be materially and adversely affected.

In
addition, we depend on our user service hotline and WeChat online user service center to provide certain services to our users. If our user service representatives fail to provide
satisfactory service, or if waiting time is too long due to the high volume of calls from borrowers and investors at peak times, our brands and user loyalty may be adversely affected. In addition, any
negative publicity or poor feedback regarding our user service may harm our brands and reputation and in turn cause us to lose users and market share. As a result, if we are unable to continue to
maintain or enhance our user experience and provide a high quality user service, we may not be able to retain users or attract prospective users, which could have a material adverse effect on our
business, financial condition and results of operations.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial condition
and results of operations.

We had negative cash flows from operating activities of RMB615.3 million (US$93.0 million) in 2017, which was primarily due to an
increase in accounts receivable and contract assets of RMB1,138.8 million (US$172.1 million), mainly including service fees we earned from borrowers, and an increase in net loans held
for sale of RMB611.1 million (US$92.3 million), partially offset by an increase in guarantee liabilities of RMB444.5 million (US$67.2 million). We collect the service fees
on a monthly basis from the borrowers. Inability to collect payments from users, borrowers in particular, in a timely and sufficient manner may adversely affect our liquidity, financial condition and
results of operations.

We may need additional capital to accomplish business objectives, pursue business opportunities, and respond
to challenges or unforeseen circumstances, and financing may not be available on terms acceptable to us, or at all.

Historically, we have issued equity securities to support the growth of our business. As we intend to continue to make investments to support
the growth of our business, we may require additional capital to accomplish our business objectives and pursue business opportunities, and respond to challenges or unforeseen circumstances, including
developing new products and services, further enhancing our risk management capabilities, increasing our marketing expenditures to improve brand awareness and enhancing our operating infrastructure.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms acceptable to us, or at all. In
the event that we obtain debt financing, repayment of debt may divert a substantial portion of cash flow, which would reduce funds available for expenses and payment pursuant to other general
corporate purposes.

Volatility
in the credit markets may also have an adverse effect on our ability to obtain debt financing. If we raise additional funds through further issuances of equity or convertible
debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders our
ordinary shares. If we are unable to obtain adequate financing or financing on terms satisfactory to us when it is needed, our ability to continue to accomplish our business objectives and pursue
business opportunities, and respond to challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely
affected.

Our marketing efforts are critical to our performance and future growth, and if we are unable to promote and
maintain our brands in an effective and cost-efficient way, our business and financial results may be harmed.

We primarily rely on word-of-mouth referral to build our business. Going forward, we intend to promote our brands through marketing. The
effectiveness of our marketing efforts are critical to the successful promotion of our brands and our ability to attract borrowers and investors. Our efforts to build our brands may cause us to incur
significant expenses. These efforts may not result in increased revenue in the immediate future. Even if they do, any increases in revenue may not offset the expenses incurred. If we fail to
successfully promote and maintain our brands while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow
our business.

Undetected errors or significant disruption in our IT system, including events beyond our control, could
prevent us from offering our products and services, thereby reducing the attractiveness of our products and services and resulting in a loss of borrowers or investors.

Our business and internal systems rely on software and processes that are highly technical and complex. In addition, our business depends on the
abilities of these software and processes to store, retrieve, process and manage large amounts of data. The software and processes on which we rely have contained, and may now or in the future
contain, errors or bugs. Some errors may only be discovered after the code has been released for external or internal use.

In
addition, in the event of a system outage and physical data loss, our ability to provide products and services would be materially and adversely affected. The reliability,
availability and satisfactory performance of our technology and our underlying network infrastructure are critical to our operations, user service, reputation and our ability to attract new and retain
existing borrowers and investors. Our information technology systems infrastructure is currently deployed and our data is currently maintained on customized computing services in China. Our operations
depend on the service provider's ability to protect its and our systems in its facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality
issues, environmental conditions, computer viruses or hackers' attempts to harm our systems, criminal acts and other similar events. Moreover, if our arrangement with this service provider is
terminated or if there is a lapse of service or damage to their facilities, we could experience interruptions in our service as well as delays and additional expense in providing products and services
to our borrowers and investors.

Any
interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches, whether willful or not, could harm our reputation
and our relationships with borrowers and investors. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. We
also may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing loan applications and other business operations, damage
our brand name and reputation, divert our employees' attention, reduce our revenue, subject us to liability and discourage users from using our products and services, any of which could adversely
affect our business, financial condition and results of operations.

Misconduct, errors and failure to function by our employees and parties we collaborate with could harm our
business and reputation.

We are exposed to the risk of misconduct and errors by our employees and parties that we collaborate with. Our business depends on our employees
and/or business partners to interact with users, process large numbers of transactions and support the loan collection process. We could be materially and adversely affected if the transactions were
redirected, misappropriated or otherwise improperly executed, if personal information was disclosed to unintended recipients or if an operational breakdown or failure in the processing of transactions
occurred, whether as a result of human error, purposeful sabotage or fraudulent manipulation of our operations or systems. It is not always possible to identify and deter misconduct or errors by our
employees and other business partners, and the precautions we take to detect and prevent such activities may not be effective in controlling unknown or unmanageable risks or losses. If any of our
employees and other business partners misuse or misappropriate funds, commit fraud or other misconduct or fail to follow our rules and procedures when interacting with our users we could be liable for
damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, and therefore be
subject to civil or criminal liability. In addition, we have engaged certain third-party service providers for loan collection services. Aggressive practices or misconduct by any of our third-party
service providers in the course of collecting loans could damage our reputation.

Any
of these occurrences could result in our diminished ability to operate our business, potential liability to users inability to attract users reputational damage, regulatory
intervention and financial harm, which could negatively impact our business, financial condition and results of operations.

If we are unable to protect the confidential information of our users and adapt to the relevant regulatory
framework regarding protection of such information, our business and operations may be adversely affected.

We have access to, store and process certain personal information and other sensitive data from our users and our business partners, which makes
us an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken steps to protect confidential
information that we have access to, our security measures could be compromised. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not
recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any accidental or willful security breaches or
other unauthorized access to our system could cause confidential user information to be stolen and be used for criminal purposes.

We
also face indirect technology, cybersecurity and operational risk relating to the third parties upon whom we rely to facilitate or enable our business activities, including, among
others, third-party online payment service providers who manage accounts for certain borrower and investor funds. Any cyber-attack, computer viruses, physical or electronic break-ins or similar
disruptions of such third-party payment service providers could, among other things, adversely affect our ability to serve our users, and could even result in misappropriation of funds of our
borrowers and investors. If that were to occur, both we and third-party payment service providers could be held liable to borrowers and investors who suffer losses from the misappropriation.

Security
breaches or unauthorized access to confidential information could expose us to liability related to the loss of information, time-consuming and expensive litigation and negative
publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our
relationships with users could be severely damaged, we could incur significant liability and our business and operations could be adversely affected.

In
addition, PRC government authorities have enacted a series of laws and regulations in regard of the protection of personal information, under which internet service providers and
other network operators are required to comply with the principles of legality, justification and necessity, to clearly indicate the purposes, methods and scope of any information collection and
usage, and to obtain the consent of users, as well as to establish a user information protection system with appropriate remedial measures. We have obtained consent from our users to use their
personal information within the scope of authorization and we have taken technical measures to ensure the security of such personal information and to prevent any loss or divergence of personal
information from. However, there is uncertainty as to the interpretation and application of such laws. If such laws or regulations are to be interpreted and applied in a manner inconsistent with our
current policies and practices, changes to the features of our system may be required and additional costs incurred. We cannot assure you that our existing user information protection system and
technical measures will be considered sufficient under applicable laws and regulations. If we are unable to address any information protection concerns, or to comply with the then applicable laws and
regulations, we may incur additional costs and liability and our
reputation, business and operations might be adversely affected. See "RegulationsRegulations on Internet Information Security" for details.

On
June 1, 2017, the PRC Cybersecurity Law became effective. The law requires network products and services providers as we are, among other things, to strictly preserve the
secrecy of user information they collect and to store within mainland China data that is gathered or produced by such

network
products and services provider in the country. If we are deemed to have violated the law, potential penalties include, depending on the nature of violation, regulatory warning, correction
order, forced shut down of our websites, suspension of operation revocation of business licenses, confiscation of illegal gains, and fines imposed on the company ranging from approximately RMB10,000
to RMB1 million or management personnel ranging from approximately RMB5,000 to RMB1 million.

Due
to the relatively new nature of the PRC Cybersecurity Law and the lack of clarification in the statutory law itself as to the circumstances and standard under which the law should
apply and violations be found, there are great uncertainties as to the interpretation and application of the law. The law's vagueness in its own statutory language also indicates that the CAC, the
designated government enforcement agency, will have broad latitude to direct how the law is interpreted and enforced, thus creating greater uncertainties with regard to the interpretation and
application of the law since the government enforcement agency has yet to provide further guidance on the enforcement mechanism of the law. If we are found to have violated the PRC Cybersecurity Law
in a government enforcement action, we may face severe penalties that may result in monetary losses, losses of access to assets essential for daily operation of our business or for the continuance of
service provision, and temporary or total disruption of our business for an extended period of time. In addition, the finding of a violation of the PRC Cybersecurity Law, even if later repealed, may
cause damages to our reputation and our brand name, causing users to lose confidence in our service and to refrain from choosing or continuing to use our products and services. All of these
consequences may have a material adverse impact on our business, financial condition and results of operations.

Furthermore,
the stringent reporting obligation imposed by the PRC Cybersecurity Law itself, without a finding of violation, may have a material adverse impact on our business and
results of operations. As we are obligated by the law to inform our users of any security flaw or vulnerability as they are discovered, users may become wary of the existence or frequency of such
reports and lose confidence in the security of our system, thus discouraged from choosing or continuing to use our products and services, even though the security flaws or vulnerabilities are readily
fixed and overcome.

If we fail to implement and maintain an effective system of internal controls over financial reporting, we
may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal controls
and procedures. Our independent registered public accounting firm, has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our
consolidated financial statements for the year ended December 31, 2016 and 2017 and as of December 31, 2016 and 2017, we and our independent registered public accounting firm identified
two "material weaknesses" in our internal control over financial reporting and other control deficiencies. As defined in standards established by the PCAOB, a "material weakness" is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient skilled staff with U.S. GAAP knowledge and SEC reporting
knowledge for the purpose of financial reporting as well as the lack in formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC
reporting requirements; and (2) our lack of audit committee and internal audit function to establish formal risk assessment process and internal control framework. For example, we previously
interpreted the investor as the only customer for revenue recognition purposes and treated the credit risk of the borrower as a form of implicit price concession in determining the transaction price
under Step 3 of ASC 606's Five Step Model. However, subsequent to the issuance of our Group's 2016 and 2017 financial statements, we determined to recognize both investors and borrowers as customers.
As a result, our Group's previously issued consolidated statements of operations for the years ended

December 31,
2016 and 2017 have been restated from the amounts previously reported to reflect such change. The credit risk of the borrower is now reflected as a bad debt expense on the
consolidated statement of operations and the net revenue has been grossed up correspondingly to reflect for this restatement. We have also revised our consolidated statements of cash flows to present
the bad debt expense as a non-cash operating activity. There is no impact of this restatement to other line items of the consolidated financial statements of our Group for the same periods. For
details, please refer to note 2 to our financial statements for the years ended December 31, 2016 and 2017 included elsewhere in this prospectus. Following the identification of the
material weaknesses, we have taken measures and plan to continue to take measures to remedy these weaknesses. For details of these remedies, see "Management's Discussion and Analysis of Financial
Condition and Results of OperationsInternal Control over Financial Reporting." However, the implementation of these measures may not fully address the material weaknesses in our internal
control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct the material weaknesses or our failure to discover and address any other material
weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related
regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading
price of our ADSs, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Furthermore,
it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such accountant might have
identified additional material weaknesses and deficiencies. Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or
Section 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with
our annual report for the fiscal year ending December 31, 2019. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered
public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting
is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its
own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if
it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and
financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During
the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and
deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified,
supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If
we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would
likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the
trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential
delisting from the stock exchange on which we list, regulatory investigations

and
civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business
and competitive position.

We regard our trademarks, domain names, copyrights, know-how, proprietary technologies and similar intellectual properties as critical to our
success, and we rely on trademark and trade secret law, confidentiality agreement, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights. See
"BusinessIntellectual Property" and "RegulationsRegulations Related to Intellectual Property." However, we cannot assure you that any of our intellectual property
rights would not be challenged, invalidated, circumvented or misappropriated, or that such intellectual property will be sufficient to provide us with competitive advantages. Because of the rapid pace
of technological development, we cannot assure you that all of our proprietary technologies and similar intellectual property will be patented in a timely or cost-effective manner, or at all.
Furthermore, parts of our business rely on technologies developed or licensed by other parties, or co-developed with other parties, and we may not be able to obtain or continue to obtain licenses and
technologies from these other parties on reasonable terms, or at all.

It
is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and
may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality agreement, invention assignment and non-compete agreements may be breached by
counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our
contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our
intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial litigation costs and a diversion of our
managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be
independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in
related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results
of operations.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may
disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
copyrights, know-how, proprietary technologies or other intellectual property rights held by other parties. We may unknowingly infringe on other parties' trademarks, copyrights, know-how, proprietary
technologies or other intellectual property rights through our products and services or other aspects of our business. As a result, we may be subject to legal proceedings and claims relating to the
intellectual property rights of others from time to time in
the future. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, the United States or other jurisdictions. If any infringement
claims are brought against us, we may be forced to divert management's time and other resources from our business and operations to defend against these claims, regardless of their merits.

Additionally,
the interpretation and application of China's intellectual property right laws and the procedures and standards for protecting trademarks, copyrights, knowhow, proprietary
technologies or other intellectual property rights in China are uncertain and still evolving, and we cannot assure you

that
PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our
infringement or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of
operations may be materially and adversely affected.

Mr. Yue (Justin) Tang, our founder, Chairman of the board and Chief Executive Officer, is named in a
lawsuit filed by ChinaCast Education Corporation in the United States; there is uncertainty as to the outcome of this lawsuit and its impact on us.

Mr. Yue (Justin) Tang, our founder, Chairman of the board and Chief Executive Officer, has been named one of the defendants in a lawsuit
filed by ChinaCast Education Corporation, or ChinaCast, in the Court of Chancery of the State of Delaware in the United States. Mr. Tang was an independent director of ChinaCast's board from
2007 until January 2012. ChinaCast's complaint alleges that certain ChinaCast senior management and directors (including Mr. Yue (Justin) Tang), or Defendants, caused injury to ChinaCast during
their tenures, and seeks, among other reliefs, damages of not less than US$200 million.

ChinaCast
specifically alleges that Mr. Tang: (i) breached his fiduciary duty because he knew or should have known of certain fraud and theft that the ChinaCast's former
management purportedly carried out, (ii) failed to ensure that ChinaCast had reasonable information and reporting systems to detect the alleged wrongdoing, (iii) engaged in
self-interested transactions with the ChinaCast's management and (iv) failed to oversee and monitor ChinaCast's operations.

ChinaCast
is seeking a court judgment that the Defendants are jointly and severally liable for the damages and in addition, a court order compelling Defendants to disgorge all
compensation and financial benefits they received from ChinaCast.

This
lawsuit is currently in the discovery process. Mr. Tang believes that ChinaCast's allegations are without merit and intends to contest them vigorously. However, it is
inherently difficult to predict the length, process and outcome of court proceedings, regardless of its merits, this lawsuit can be time-consuming and can divert Mr. Tang's attention away from
our business. Should ChinaCast prevail in the lawsuit against Mr. Tang, Mr. Tang's reputation may be harmed and his assets, including his equity interest in us, may be subject to the
enforcement actions brought by ChinaCast, which could also have a material and adverse impact on our reputation and operation.

Any failure by us, institutional funding partners payment service providers or funds custody banks to comply
with applicable anti-money laundering and anti-terrorist financing laws and regulations could damage our reputation, expose us to significant penalties, and decrease our revenues and profitability.

We have adopted and implemented various policies and procedures including internal controls and "know-your-customer" procedures, for preventing
money laundering and terrorist financing. In addition, we rely on our institutional funding partners, payment service providers and funds custody bank, in particular the funds custody bank that
handles the transfer of funds from lenders to borrowers, to have their own appropriate anti-money laundering policies and procedures. Our institutional funding partners may be subject to anti-money
laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the PBOC. We have adopted commercially reasonable procedures for monitoring our
institutional investors and payment processors.

We
have not been subject to fines or other penalties, or suffered business or other reputational harm, as a result of actual or alleged money laundering or terrorist financing activities
in the past. However, our policies and procedures may not be completely effective in preventing other parties from using us, any of our institutional funding partners, or payment service providers as
a conduit for money laundering (including illegal cash operations) or terrorist financing without our knowledge. If we were

to
be associated with money laundering (including illegal cash operations) or terrorist financing activities, our reputation could suffer and we could become subject to regulatory fines, sanctions, or
legal enforcement, including being added to any "blacklists" that would prohibit certain parties from engaging in transactions with us, all of which could have a material adverse effect on our
financial
condition and results of operations. Even if we, our institutional funding partners and payment service providers comply with the applicable anti-money laundering laws and regulations, we, our
institutional funding partners and payment service providers may not be able to fully eliminate money laundering and other illegal or improper activities in light of the complexity and the secrecy of
these activities. Any negative perception of the industry, such as that which might arise from any failure of other online consumer finance platforms to detect or prevent money laundering activities,
even if factually incorrect or based on isolated incidents, could tarnish our image, undermine the trust and credibility we have established, and negatively impact our financial condition and results
of operations.

The
Guidelines purport to require, among other things, Internet finance service providers to comply with certain anti-money laundering requirements, including the establishment of a user
identification program, the monitoring and reporting of suspicious transactions, the preservation of user information and transaction records, and the provision of assistance to the public security
department and judicial authority in investigations and proceedings in relation to anti-money laundering matters. The PBOC will formulate implementing rules to further specify the anti-money
laundering obligations of Internet finance service providers. The Interim Measures require online lending intermediaries to comply with certain anti-money laundering obligations, including verifying
user identity, reporting suspicious transactions and keeping identity data and transaction records. The Custodian Guidelines require the anti-money laundering obligation to be included in the fund
custodian agreements between an online lending intermediary and custody banks, and the online lending intermediary shall cooperate with funds custody banks to fulfill anti-money laundering
obligations. We cannot assure you that the anti-money laundering policies and procedures we have adopted will be deemed to be in compliance with applicable anti-money laundering implementation rules
if and when adopted.

From time to time we may evaluate and potentially consummate strategic investments, acquisitions or
international expansion, which could require significant management attention, disrupt our business and adversely affect our financial results.

We may evaluate and consider strategic investments, combinations, acquisitions or alliances with other businesses or international expansion to
further better serve borrowers and enhance our competitive position. These transactions could have a material impact on our financial condition and results of operations if consummated. Even if we are
able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction, we may be unable to obtain the
benefits or avoid the difficulties and risks of such transaction, which may result in investment losses. For example, we incurred impairment of investments of RMB6.3 million in 2016 as the
business performance of the company we invested in was much lower than initially forecasted. In addition, we made certain investments through nominee arrangements where we have appointed nominees as
registered shareholders of certain investee companies, as we currently do not qualify under certain regulatory financial requirements to be registered as a shareholder of such investee companies.
While we believe such investments and the nominee arrangements reflect the true intentions of us and the respective business partners, and are therefore legal and valid under PRC Contract Law, we
cannot assure you that the PRC courts or other regulators would hold the same view as ours, and such investments may not have the same effect as direct shareholding ownership in the investee companies
where our nominee shareholders may fail to perform their respective obligations under the nominee arrangements, such as, among others, to vote
on the shareholders' meetings per our instructions, or to transfer all dividends obtained from such companies to us on a timely manner.

Strategic investments, acquisitions or international expansion will involve risks commonly encountered in business relationships,
including:



difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired
business;



inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other
benefits including the failure to successfully further develop the acquired technology;

diversion of management's time and resources from our normal daily operations and potential disruptions to our ongoing businesses;



difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;



difficulties in retaining relationships with users and borrowers, investors, employees and other partners of the acquired business;



risks of entering markets in which we have limited or no prior experience;



regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing
approvals, as well as being subject to new regulators with oversight over the acquired business;



assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property
rights or increase our risk for liability;



liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of
laws, commercial disputes, tax liabilities and other known and unknown liabilities; and



unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

We
may not make any investments, acquisitions or international expansion, or, alternatively, any future investments, acquisitions or international expansion may not be successful, may
not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits.

Our business depends on the continued efforts of our senior management and key technology development
personnel. If one or more of our key executives or key technology development personnel were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management and key technology development personnel. In particular,
Mr. Yue (Justin) Tang, our founder, Chairman and Chief Executive Officer, Mr. Shaoyong (Simon) Cheng, our president, Mr. Ding (Gardon) Gao, our Chief Technology Officer,
Mr. Jie (Kevin) Zhang, our Chief Financial Officer and Mr. Kan (Kent) Li, our Chief Risk Officer, are critical to the management of our business and operations and the development of our
strategic direction. While we have provided different incentives to our management and key technology development personnel, we cannot assure you that we can continue to retain their services. If one
or more of our key executives or key technology development personnel were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future
growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional

expenses
to recruit, train and retain qualified personnel. In addition, we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member
of our management team and technology development team will not join our competitors or form a competing business. If any dispute arises between our current or former officers or key
technology development personnel and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled
employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, primarily including technology development, financial products, risk
management, general management and sales and marketing. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. It is competitive
to attract and retain skilled talent with expertise in technology, risk management, and general management. We may not be able to hire and retain these personnel at compensation levels consistent with
our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms
of employment.

In
addition, we invest significant time and resources in the training of our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our
employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve users could diminish, resulting in a material adverse
effect to our business.

If we grant employees stock options or other equity incentives in the future, our net income could be
adversely affected.

We granted incentives and rewards to employees and executives under our share incentive plan. We are required to account for share-based
compensation in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, CompensationStock Compensation, which generally requires a company to
recognize, as an expense, the fair value of stock options and other equity incentives to employees based on the fair value of equity awards on the date of the grant, with the compensation expense
recognized over the period in which the recipient is required to provide service in exchange for the equity award. As of the date of this prospectus, holders of our outstanding options were entitled
to purchase a total of 38,791,699 ordinary shares. As a result, we expect to incur share-based compensation expense of RMB163.4 million in the 2018 fiscal year, assuming no additional stock
options are granted during the 2018 fiscal year. If we grant more options or other equity incentives in the future, we could incur significant compensation charges and our results of operations could
be adversely affected.

Increase in labor costs in the PRC may adversely affect our business and results of operations.

In recent years, the Chinese economy has experienced inflationary and labor costs increases. Average wages are projected to continue to
increase. Further, under PRC law we are required to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance
and maternity insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory
employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. We expect that our labor costs, including wages and
employee benefits, will continue to increase. If we are unable to control our labor costs or pass such increased labor costs on to our users by increasing the fees of our services, our financial
condition and results of operations may be adversely affected.

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed
economies. Currently, we do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring these risks and the difficulties associated
with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in substantial costs and the diversion
of resources, which could have an adverse effect on our results of operations and financial condition.

We are subject to the risk of a severe or prolonged downturn in the Chinese or global economy and
deterioration of credit profiles of borrowers, which may materially and adversely affect our business and financial condition.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial
condition. In particular, general economic factors and conditions in China or worldwide, including the general interest rate environment and
unemployment rates, may affect borrowers' willingness to seek credit and investors' ability and desire to invest in loans. If economic conditions deteriorate, we may face increased risk of default or
delinquency of borrowers, which will result in lower returns or losses. In the event that the creditworthiness of our borrowers deteriorates or we cannot track the deterioration of their
creditworthiness, the criteria we use for the analysis of borrower credit profiles may be rendered inaccurate, and our risk management system may be subsequently rendered ineffective. This in turn may
lead to higher default rates and adverse impacts on our reputation, business, results of operations and financial positions.

Economic
conditions in China are sensitive to global economic conditions. The global financial markets have experienced significant disruptions since 2008 as the United States,
Europe and other economies have experienced periods of recession. The recovery from the lows of 2008 and 2009 has been uneven and there are new challenges, including the escalation of the European
sovereign debt crisis from 2011 and the slowdown of China's economic growth since 2012, which may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary
and fiscal policies adopted by the central banks and financial authorities of some of the world's leading economies, including the United States and China. There have also been concerns over
unrest in the Middle East and Africa, which have resulted in volatility in financial and other markets. Significant uncertainty exists regarding the timing of UK's anticipated withdrawal from the EU
and the effects such withdrawal may have on world economy, as well as uncertainty regarding the likelihood and timing of policy changes by the Trump Administration in the U.S. and the subsequent
impact on world economy. There have also been concerns about the economic effect of the tensions in the relationship between China and surrounding Asian countries. If present Chinese and global
economic uncertainties persist, we may have difficulty in obtaining funding from investors to fund the loan utilized by borrowers. Adverse economic conditions could also reduce the number of quality
consumers' seeking credit from us, as well as their ability to make payments. Should any of these situations occur, the amount of loans facilitated to borrowers will decrease and, therefore, our
revenue will decline, and our business and financial condition will be negatively impacted. Additionally, continued turbulence in the international markets may adversely affect our ability to access
the capital markets to meet liquidity needs.

The offering of our products and services depends on effective use of mobile operating systems and
distribution through mobile application stores, which we do not control.

Our loan products Xiaoying Card Loan, Xiaoying Preferred Loan, Xiaoying Housing Loan and loan facilitation services to other platforms are
offered through mobile applications. We may need to devote significant resources to support and maintain of such applications. The mobile applications are dependent on the interoperability of popular
mobile operating systems that we do not control, such as

Android
and iOS. Any changes in such systems that degrade the accessibility of our mobile applications or give preferential treatment to competing products and services could adversely affect the
usability of our mobile applications. In addition, we rely upon third-party mobile application stores for users to download our mobile applications. As such, the distribution, operation and
maintenance of our mobile applications are subject to application stores' standard terms and policies for application developers.

Our
future growth and results of operations could suffer if we experience difficulties in the future in offering our products and services through our mobile applications, or if we face
increased costs to distribute our mobile applications. If it becomes increasingly difficult for our users to access and utilize our products and services on their mobile devices, or if the prevailing
mobile operating systems do not support our mobile applications, our business and financial condition and operating results may be adversely affected.

Our operations depend on the performance of the Internet infrastructure and fixed telecommunications networks
in China.

Almost all access to the Internet in China is maintained through state-owned telecommunication operators under the administrative control and
regulatory supervision of the MIIT. We primarily rely on a limited number of telecommunication service providers to provide it with data communications capacity through local telecommunications lines
and Internet data centers to host its servers. We may have limited access to alternative networks or services in the event of disruptions, failures or other problems with China's Internet
infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and
infrastructure to keep up with increasing traffic. We cannot assure you that our cloud computing service provider and the underlying Internet infrastructure and the fixed telecommunications networks
in China will be able to support the demand associated with the continued growth in Internet usage. In addition, we have no control over the costs of the services provided by telecommunication service
providers which in turn, may affect our costs of using customized cloud computing services. If the prices we pay for customized cloud computing services rise significantly, our results of operations
may be adversely affected. Furthermore, if Internet access fees or other charges to Internet users increase, our user traffic may decline and our business may be harmed.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly
disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins, war, riots, terrorist attacks or similar events may give rise to severe interruptions, breakdowns, system failures or Internet failures, which could cause the loss or corruption of data or
malfunctions of software or hardware as well as adversely affect our ability to provide our products and services. Our business could also be adversely affected by the effects of Ebola virus disease,
Zika virus disease, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics. Our business operations could be disrupted if any of our employees is
suspected of having Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemic, since it could require our employees to be quarantined and/or our
offices to be disinfected. In addition, our results of operations could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general. If our users, suppliers or
business partners were affected by health epidemics or other natural disasters, our business operation may experience material disruption, such as temporary closure of our offices and suspension of
services, which may materially and adversely affect our business, financial condition and results of operations.

If the PRC government deems that the contractual arrangements in relation to our consolidated VIEs do not
comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be
subject to severe penalties or be forced to relinquish our interests in those operations.

The PRC government regulates telecommunications-related businesses through strict business licensing requirements and other government
regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage in
telecommunications-related businesses. Specifically, foreign investors are not allowed to own more than 50% equity interest in any PRC company engaging in value-added telecommunications businesses,
with certain exceptions relating to online retail and mobile commerce which does not apply to us. The primary foreign investor must also have operating experience and a good track record in providing
value-added telecommunications services, or VATS, overseas.

Because
we are an exempted company incorporated with limited liability in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and regulations, and our
wholly-owned PRC subsidiary, Xiaoying (Beijing) Information Technology Co., Ltd. , or Beijing WFOE, is a foreign-invested
enterprise, or an FIE. To comply with PRC laws and regulations, we conduct our business in China through our consolidated VIEs and
their affiliates. Beijing WFOE has entered into a series of contractual arrangements with our consolidated VIEs and their shareholders. For a description of these contractual arrangements, see
"Corporate History and StructureContractual Arrangements with Consolidated VIEs and their Shareholders."

We
believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal counsel is of the opinion that our current
ownership structure, the ownership structure of our PRC subsidiaries, our consolidated VIEs and its subsidiaries, and the contractual arrangements among them are not in violation of existing PRC laws,
rules and regulations; and these contractual arrangements are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, except that the
pledge of equity in Shenzhen Tangren, which holds a financial guarantee license, would not be deemed validly created until it is registered with the competent administration of industry and commerce,
and we may not be able to register the pledge in Shenzhen Tangren, in which case we must rely on the equity pledge agreement to enforce the pledge. However, as there are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations, including the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and the
Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry, there can be no assurance that the PRC government authorities, such as the Ministry of
Commerce, or the MOFCOM, the MIIT, or other authorities that regulate online consumer finance platforms and other participants in the telecommunications industry, would ultimately take a view that is
consistent with the opinion of our PRC legal counsel or agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory
requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain
and the relevant government authorities have broad discretion in interpreting these laws and regulations.

If
our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we
may lose control of our consolidated VIEs and may have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material
disruption to our business. Further, if our corporate structure and contractual arrangements are found

to
be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations,
including:



revoking our business and operating licenses;



levying fines on us;



confiscating any of our income that they deem to be obtained through illegal operations;



shutting down our services;



discontinuing or restricting our operations in China;



imposing conditions or requirements with which we may not be able to comply;



requiring us to change our corporate structure and contractual arrangements;



restricting or prohibiting our use of the proceeds from overseas offerings to finance our PRC consolidated VIEs' business and
operations; and



taking other regulatory or enforcement actions that could be harmful to our business.

Furthermore,
new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure and contractual arrangements. See
"Risks Relating to Our Corporate StructureSubstantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of the draft PRC Foreign Investment
Law, and its enactment may materially and adversely affect our business and financial condition." Occurrence of any of these events could materially and adversely affect our business and financial
condition and results of operations. In addition, if the imposition of any of these penalties or requirements to restructure our corporate structure causes us to lose the right to direct the
activities of our consolidated VIEs or our right to receive their economic benefits, we would no longer be able to consolidate the financial results of such VIEs in our consolidated financial
statements. If our corporate structure and contractual arrangements are deemed to be illegal by relevant regulators, our business and results of operations would be materially and adversely affected
and the price of our ADSs may decline. However, we do not believe that such actions would result in the liquidation or dissolution of our company, our wholly-owned subsidiaries in China or our
consolidated VIEs or their subsidiaries. See "Corporate History and StructureContractual Arrangements with Consolidated VIEs and their Shareholders."

Our contractual arrangements with our consolidated VIEs may result in adverse tax consequences to us.

We could face material and adverse tax consequences if the PRC tax authorities determine that our contractual arrangements with our consolidated
VIEs were not made on an arm's length basis and adjust our income and expenses for PRC tax purposes by requiring a transfer pricing adjustment. A transfer pricing adjustment could adversely affect us
by (i) increasing the tax liabilities of our consolidated VIEs without reducing the tax liability of our subsidiaries, which could further result in late payment fees and other penalties to our
consolidated VIEs for underpaid taxes; or (ii) limiting the ability of our consolidated VIEs to obtain or maintain preferential tax treatments and other financial incentives.

We rely on contractual arrangements with our consolidated VIEs and their shareholders to operate our
business, which may not be as effective as direct ownership in providing operational control and may have potential conflicts of interests with us, which may have a material adverse effect on
our business and financial condition.

We rely on contractual arrangements with our consolidated VIEs and their shareholders to operate our business. For a description of these
contractual arrangements, see "Corporate History and

StructureContractual
Arrangements with Consolidated VIEs and Their Shareholders." All of our revenue are attributed to our consolidated VIEs. These contractual arrangements may not be as
effective as direct ownership in providing us with control over our consolidated VIEs. If our consolidated VIEs or their shareholders fail to perform their respective obligations under these
contractual arrangements, our recourse to the assets held by our consolidated VIEs is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements
in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation,
arbitration or other judicial or dispute resolution proceedings, assets under the name of any of the record holders of equity interest in our consolidated VIEs, including such equity interest, may be
put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity
interest.

All
of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted
in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the
United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce these contractual
arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our
consolidated VIEs, and our ability to conduct our business and our financial condition and results of operations may be materially and adversely affected. See "Risks Relating to Doing Business in
ChinaThere are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations."

In
connection with our operations in China, we rely on the shareholders of our consolidated VIEs to fulfill by the obligations under such contractual arrangements. The interests of these
shareholders in their individual capacities as shareholders of our consolidated VIEs may differ from the interests of our company as a whole, as what is in the best interests of our consolidated VIEs,
including matters such as
whether to distribute dividends or to make other distributions to fund our offshore requirement, may not be in the best interests of our company. There can be no assurance that when conflicts of
interest arise, any or all of these individuals or entities will act in the best interests of our company or that those conflicts of interest will be resolved in our favor. In addition, these
individuals and entities may breach or cause our consolidated VIEs and their subsidiaries to breach or refuse to renew the existing contractual arrangements with us.

Currently,
we do not have arrangements that address potential conflicts of interest shareholders of our consolidated VIEs may encounter due to their dual roles as shareholders of
consolidated VIEs and as beneficial owners of our company. However, we could, at all times, exercise our option under the exclusive call option agreement to cause them to transfer all of their equity
ownership in our consolidated VIEs to a PRC entity or individual designated by us as permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, we could also, in the
capacity of attorney-in-fact of the then existing shareholders of our consolidated VIEs as provided under the powers of attorney, directly appoint new directors of our consolidated VIEs. We rely on
the shareholders of our consolidated VIEs to comply with PRC laws and regulations, which protect contracts, and to provide that directors and executive officers owe a duty of loyalty to our company
and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains, and with the laws of the Cayman Islands, which provide that directors have a duty of
care and a duty of loyalty to act honestly in good faith with a view to our best interests. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts
in the event of a conflict with another corporate governance regime. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated VIEs, we would have
to rely

on
legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Our corporate actions will be substantially controlled by Mr. Yue (Justin) Tang, who will have the
ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your ADSs and
materially reduce the value of your investment.

Our post-offering amended and restated memorandum and articles of association, that will become effective immediately prior to the completion of
this offering, provide that in respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to
20 votes, voting together as one class. Upon the completion of this offering, Mr. Yue (Justin) Tang will beneficially own all of the Class B ordinary shares issued and outstanding,
representing 32.31% of our total issued and outstanding share capital and 90.52% of our
aggregate voting power, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. As a result, he will have the ability to control or exert significant
influence over important corporate matters and investors may be prevented from influencing important corporate matters involving our company that require approval of shareholders,
including:



the composition of our board of directors and, through the voting of the board of directors, any determinations with respect to our operations,
business direction and policies, including the appointment and removal of officers;



any determinations with respect to mergers or other business combinations;



our disposition of all or substantially all of our assets; and



any change in control.

These
actions may be taken even if they are opposed by our other shareholders, including the holders of the ADSs. Furthermore, this concentration of ownership may also discourage, delay
or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of
the ADSs. As a result of the foregoing, the value of your investment could be materially reduced.

If the custodians or authorized users of our controlling nontangible assets, including chops and seals, fail
to fulfill their responsibilities, misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

Under PRC law, legal documents for corporate transactions, including agreements and contracts such as the leases and sales contracts that our
business relies on, are executed using the
chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local branch of the SAIC. We generally execute legal
documents by affixing chops or seals, rather than having the designated legal representatives sign the documents.

We
have three major types of chopscorporate chops, contract chops and finance chops. We use corporate chops generally for documents to be submitted to government agencies,
such as applications for changing business scope, directors or company name, and for legal letters. We use contract chops for executing leases and commercial contracts. We use finance chops generally
for making and collecting payments, including issuing invoices. Use of corporate chops and contract chops must be approved by our legal department and administrative department, and use of finance
chops must be approved by our finance department. The chops of our subsidiaries and consolidated VIEs are generally held by the relevant entities so that documents can be executed locally. Although we
usually utilize chops to execute contracts, the registered legal representatives of our subsidiaries and

consolidated
VIEs have the apparent authority to enter into contracts on behalf of such entities without chops, unless such contracts set forth otherwise.

In
order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to the designated key employees of our legal, administrative
or finance departments. Our designated legal representatives generally do not have access to the chops. Although we have approval procedures in place and mechanisms to monitor our key employees,
including the designated legal representatives of our subsidiaries and consolidated VIEs, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our
key employees or designated legal representatives could abuse their authority, for example, by binding our subsidiaries and consolidated VIEs with contracts against our interests, as we would be
obligated to honor these contracts if the other contracting party acts in good faith in reliance on the apparent authority of our chops or signatures of our legal representatives. If any designated
legal representative obtains misappropriates the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board resolution to designate a new legal
representative and to take legal actions to seek the return of the chop, apply for a new chop with the relevant authorities, or otherwise seek legal remedies for the legal representative's misconduct.
If any of the designated legal representatives obtains, misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption to our
normal business operations. We may have to take corporate or legal action, which could involve significant time and resources expenses while distracting management from our operations, and our
business and operations may be materially and adversely affected.

Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of
the draft PRC Foreign Investment Law, and its enactment may materially and adversely affect our business and financial condition.

MOFCOM published a discussion draft of the proposed Foreign Investment Law in January 2015 aiming to, upon its enactment, replace the
major existing laws and regulations governing foreign investment in China. While MOFCOM solicited comments on this draft, substantial uncertainties exist with respect to the enactment timetable,
interpretation and implementation of the proposed legislation and the extent of revision to the currently proposed draft. The draft Foreign Investment Law, if enacted as proposed, may materially
impact the entire legal framework regulating foreign investments in China.

Among
other things, the draft Foreign Investment Law purports to introduce the principle of "actual control" in determining whether a company is considered a foreign invested enterprise,
or an FIE. The draft Foreign Investment Law specifically provides that entities established in China but "controlled" by foreign investors will be treated as FIEs, whereas an entity organized in a
foreign jurisdiction, but cleared by MOFCOM as "controlled" by PRC entities and/or citizens, would nonetheless be treated as a PRC domestic entity for investment in the "restriction category" that
could appear on "negative list." In this connection, "control" is broadly defined in the draft law to cover any of the following summarized categories:



holding 50% or more of the voting rights or similar rights and interests of the subject entity;



holding less than 50% of the voting rights or similar rights and interests of the subject entity but having the power to directly or indirectly
appoint or otherwise secure at least 50% of the seats on the board or other equivalent decision making bodies, or having the voting power to materially influence the board, the shareholders' meeting
or other equivalent decision making bodies; or



having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity's operational, financial, staffing
and technological matters.

Once
an entity is determined to be an FIE, and its investment amount exceeds certain thresholds or its business operations falls within a "negative list" purported to be separately
issued by the State Council in the future, market entry clearance by MOFCOM or its local counterparts would be required.

The
VIE structure has been adopted by many PRC-based companies, including us, to conduct business in the industries that are currently subject to foreign investment restrictions in
China. Under the draft Foreign Investment Law, VIEs that are controlled via contractual arrangements would also be deemed as FIEs, if they are ultimately "controlled" by foreign investors. For any
companies with a VIE structure in an industry category that is in the "restriction category" that could appear on any such "negative list," the existing VIE structure may be deemed legitimate only if
the ultimate controlling person(s) is/are of PRC nationality (either PRC state-owned enterprises or agencies, or PRC citizens). Conversely, if the actual controlling person(s) is/are of foreign
nationalities, then the VIEs will be treated as FIEs, in which case, the existing VIE structures will likely be scrutinized and subject to foreign investment restrictions and approval from MOFCOM and
other supervising authorities such as MIIT. Any operation in the industry category on the "negative list" without market entry clearance may be considered as illegal.

There
are significant uncertainties as to how the control status of our consolidated VIEs would be determined under the enacted version of the Foreign Investment Law. In addition, it is
uncertain whether any of the businesses that we currently operate or plan to operate in the future through our consolidated VIEs would be on the to-be-issued "negative list" and therefore be subject
to any foreign investment restrictions or prohibitions. If our consolidated VIEs were deemed as an FIE under the enacted version of the Foreign Investment Law, and any of the businesses that we
operate were in the "restricted" category on the to-be-issued "negative list," such determination would materially and adversely affect the value of our ADSs. We also face uncertainties as to whether
the enacted version of the Foreign Investment Law and the final "negative list" would mandate further actions, such as MOFCOM market entry clearance, to be completed by companies with existing VIE
structure and whether such clearance can be timely obtained, if at all. If we were not considered as ultimately controlled by PRC domestic investors under the enacted version of the Foreign Investment
Law, further actions required to be taken by us under the enacted Foreign Investment Law may materially and adversely affect our business and financial condition.

In
addition, our corporate governance practice may be materially impacted and our compliance costs could increase if we were not considered as ultimately controlled by PRC domestic
investors under the Foreign Investment Law, if enacted as currently proposed. For instance, the draft Foreign Investment Law as proposed purports to impose stringent ad hoc and periodic information
reporting requirements on foreign investors and the applicable FIEs. Aside from an investment implementation report and an investment amendment report that would be required for each investment and
alteration of investment specifics, an annual report would be mandatory. Large foreign investors meeting certain criteria would be required to report on a quarterly basis. Any company found to be
noncompliant with these
information reporting obligations could potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible could be subject to criminal liabilities.

Risks Relating to Doing Business in China

Changes in the political and economic policies of the PRC government may materially and adversely affect our
business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

Substantially all of our operations are conducted in the PRC and all of our revenue is sourced from the PRC. Accordingly, our financial
condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.

The
PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, and control of
foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of
productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition,
the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic
growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential
treatment to particular industries or companies.

While
the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC
government has implemented various measures to encourage economic growth and to guide the allocation of resources.
Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results of operations could be materially and adversely affected by
government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures to control the pace of
economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our
businesses, financial condition and results of operations.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

Substantially all of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiary and
consolidated VIEs are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law
system, prior court decisions may be cited for reference but have limited precedential value.

In
1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the
past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently
enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In
particular, because these laws, rules and regulations, especially those relating to the Internet consumer finance industry, are relatively new, and because of the limited number of published decisions
and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and
enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal
rules, some of which are not published on a timely basis or at all, and may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the
occurrence of the violation.

Any
administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative
authorities and courts have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court
proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could
materially and adversely affect our business, financial condition and results of operations.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with
this offering under a PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through
acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission,
or the SASAC, the State Administration of Taxation, the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of
Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things,
provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas listing of securities of a PRC company obtain the approval of the CSRC prior to the
listing and trading of such special purpose vehicle's securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its
approval of overseas listings through special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While
the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC counsel, Grandall Law Firm (Shanghai), that CSRC approval is not required in the
context of this offering given that (i) the Beijing WFOE was established by means of direct investment rather than by a merger with or an acquisition of any PRC domestic companies as defined
under the M&A Rules, (ii) no explicit provision in the M&A Rules classifies the respective contractual arrangements among Beijing WFOE, the VIEs and their shareholders as a type of acquisition
transaction falling under the M&A Rules and (iii) the CSRC currently has not issued any definitive rule or interpretation concerning whether this offering is subject to the M&A Rules. There can
be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that
we need to obtain the CSRC's approval for this offering or if the CSRC or any other PRC government authorities publish any interpretation or implements rules before our listing that would require us
to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies
may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other
actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as our ability to complete this offering. The CSRC or
other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus.
Consequently, if you intend to engage in market trading or other activities in anticipation of and prior to settlement and delivery, you should be aware of the risk that such settlement and delivery
may not occur.

The
new regulations also established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time consuming
and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic
enterprise, or that the approval from the MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies.
We may grow our business in part by acquiring other companies operating in our industry. Compliance with the requirements of the new regulations to complete such transactions could be time-consuming,
and any required approval processes, including approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or
maintain our market share. See "RegulationsRegulations on Overseas Listing."

The SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and
Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as "SAFE Circular 75"
promulgated by the SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect
control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents' legally owned assets or equity interests in domestic enterprises or offshore assets or
interests, referred to in SAFE Circular 37 as a "special purpose vehicle." SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with
respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that
a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited
from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to
contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion
of foreign exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by
the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE
Circular 37 from June 1, 2015.

Mr.
Yue (Justin) Tang and Mr. Baoguo Zhu completed the SAFE registration pursuant to SAFE Circular 37 as of the date of this prospectus. We have notified substantial beneficial
owners of ordinary shares who we know are PRC residents of their filing obligations. Nevertheless, we may not be aware of the identities of all of our beneficial owners who are PRC residents. We do
not have control over our beneficial owners and there can be no assurance that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation
rules, and there is no assurance that the registration under SAFE Circular 37 and any amendment will be completed in a timely manner, or will be completed at all. The failure of our
beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or
the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules,
may subject such beneficial owners or our PRC subsidiary to fines and legal sanctions. Such failure to register or comply with relevant requirements may also limit our ability to contribute additional
capital to our PRC subsidiary and limit our PRC subsidiary's ability to distribute dividends to our company. These risks may have a material adverse effect on our business, financial condition and
results of operations.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and
governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiary and our consolidated VIE, or to make additional
capital contributions to our PRC subsidiary.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding
to our PRC subsidiary, which are treated as foreign-invested enterprises under PRC laws, through loans or capital contributions. However, loans by

us
to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to our PRC subsidiary are
subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System, and registration with other governmental authorities in China.

SAFE
promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or
Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of
Foreign Currency Capital of Foreign- Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the
Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account
Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a
foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have
been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign invested enterprise to be used for equity
investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for
purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which
reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested
company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result
in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to
our PRC subsidiary, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

Due
to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to any of our consolidated VIEs and their
subsidiaries, each a PRC domestic company. Meanwhile, we are not likely to finance the activities of our consolidated VIEs and their subsidiaries by means of capital contributions given the
restrictions on foreign investment in the businesses that are currently conducted by our consolidated VIEs and their subsidiaries.

In
light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be
able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at
all, with respect to future loans to our PRC subsidiary or any consolidated variable interest entity or future capital contributions by us to our PRC subsidiary. As a result, uncertainties exist as to
our ability to provide prompt financial support to our PRC subsidiary or consolidated VIEs and their subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our
ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and
adversely affect our liquidity and our ability to fund and expand our business.

Any failure to comply with PRC regulations regarding employee share incentive plans may subject the PRC plan
participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to
their positions as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange
registration with respect to offshore special purpose companies. Our directors, executive officers and other employees who are PRC residents and who have been granted options may follow SAFE
Circular 37 to apply for the foreign exchange registration before our company becomes an overseas listed company. After our company becomes an overseas listed company upon completion of
this offering, we and our directors, executive officers and other employees who are PRC residents and who have been granted options will be subject to the Notice on Issues Concerning the Foreign
Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, according to which, employees,
directors, supervisors and other management members who are PRC residents participating in any stock incentive plan of an overseas publicly listed company are required to register with SAFE through a
domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. We will make efforts to comply with these requirements upon completion
of our initial public offering. However, there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure to complete the SAFE registrations may
subject them to fines and legal sanctions and may also limit the ability to make payment under our share incentive plans or receive dividends or sales proceeds related thereto, or our ability to
contribute additional capital into our wholly-foreign owned enterprises in China and limit our wholly-foreign owned enterprises' ability to distribute dividends to us. We also face regulatory
uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law.

We rely to a significant extent on dividends and other distributions on equity paid by our principal
operating subsidiaries to fund offshore cash and financing requirements.

We are a holding company and rely to a significant extent on dividends and other distributions on equity paid by our principal operating
subsidiaries, including our wholly-owned PRC subsidiaries and the subsidiaries of the VIE and on remittances from the consolidated VIEs, for our offshore cash and financing requirements, including the
funds necessary to pay dividends and other cash distributions to our shareholders, fund intercompany loans, service any debt we may incur outside of China and pay our expenses. When our principal
operating subsidiaries or the consolidated VIEs incur additional debt, the instruments governing the debt may restrict their ability to pay dividends or make other distributions or remittances to us.
Furthermore, the laws, rules and regulations applicable to our PRC subsidiary and certain other subsidiaries permit payments of dividends only from part of their retained earnings, if any, determined
in accordance with applicable PRC accounting standards and regulations.

Under
PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its net income each year to fund certain statutory reserves
until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered capital, are not included in the retained earnings distributable as
cash dividends. Furthermore, under PRC law, our wholly-owned PRC subsidiary, which is a wholly foreign-owned enterprise under PRC law, cannot distribute any profits until all of its losses from prior
fiscal years have been offset. In accordance with the articles of association of our wholly-owned PRC subsidiary, profit distributions also need to be approved by its executive directors and
shareholders before any distribution plan becomes effective. As a result, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to
their shareholders as dividends, loans or advances. In addition, registered share capital and statutory reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets
held in each operating subsidiary.

Limitations
on the ability of our consolidated VIEs to make remittance to the wholly-foreign owned enterprise and on the ability of our subsidiaries to pay dividends to us could limit
our ability to access cash generated by the operations of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or
otherwise fund and conduct our business.

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and
we may therefore be subject to PRC income tax on our global income.

Under the PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China
with "de facto management bodies" located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their
global income. "De facto management body" refers to a managing body that exercises substantive and overall management and control over the production, personnel, accounting books and assets of an
enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese- Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of
De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a
Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign
enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test
should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise,
we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being
taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is
subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."

Dividends paid to our foreign investors and gains on the sale of our ADSs or ordinary shares by our foreign
investors may be subject to PRC tax.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is
applicable to dividends paid to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business
but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. In addition, any gain realized on
the transfer of shares by such investors is also subject to PRC tax at a rate of 10%, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident
enterprise, dividends paid on our ordinary shares or ADSs, and any gain realized from the transfer of our ordinary shares or ADSs, may be treated as income derived from sources within the PRC and may
as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer
of ADSs or ordinary shares by such investors may be subject to PRC tax at a current rate of 20% (which in the case of dividends may be withheld at source). Any PRC tax liability may be reduced
under applicable tax treaties or tax arrangements between China and other jurisdictions. If we or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is
unclear whether holders of our ADSs or ordinary shares would be able to claim the
benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends paid to our non-PRC investors, or gains from the transfer of our ADSs or ordinary
shares

by
such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in our ADSs or ordinary shares may decline significantly.

We and our existing shareholders face uncertainties with respect to indirect transfers of equity interests in
PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

In October 2017, the State Administration of Taxation issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident
Enterprise Income Tax at Source, or Bulletin 37, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or
Circular 698, issued by the State Administration of Taxation, on December 10, 2009, and partially replaced and supplemented rules under the Bulletin on Issues of Enterprise Income Tax on
Indirect Transfers of Assets by Non-PRC Resident Enterprises or Bulletin 7, issued by the State Administration of Taxation, on February 3, 2015. Pursuant to Bulletin 7, an "indirect transfer"
of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a
direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As
a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, "PRC taxable assets" include assets attributed to an establishment in China,
immoveable properties located in China, and equity investments in PRC resident enterprises and any gains from the transfer of such asset by a direct holder, who is a non-PRC resident enterprise, would
be subject to PRC enterprise income taxes. When determining whether there is a "reasonable commercial purpose" of the transaction arrangement, features to be taken into consideration include: whether
the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect
investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which
is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC
taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In the case of an indirect offshore transfer of assets of a PRC establishment, the
resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and may consequently be subject to PRC enterprise income tax at
a rate of 25%. Where the underlying transfer relates to immoveable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or
place of business of a non-resident enterprise, a PRC enterprise income tax of 10%
would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding
obligation. Pursuant to Bulletin 37, the withholding agent shall declare and pay the withheld tax to the competent tax authority in the place where such withholding agent is located within
7 days from the date of occurrence of the withholding obligation, while the transferor is required to declare and pay such tax to the competent tax authority within the statutory time limit
according to Bulletin 7. Late payment of applicable tax will subject the transferor to default interest. Both Bulletin 37 and Bulletin 7 do not apply to transactions of sale of shares by
investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

There
is uncertainty as to the application of Bulletin 37 or previous rules under Bulletin 7. We face uncertainties as to the reporting and other implications of certain past and future
transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing obligations or
taxes if our company is transferor in such transactions, and may be subject to withholding obligations if our company is

transferee
in such transactions, under Bulletin 37 and Bulletin 7. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiary may be requested to
assist in the filing under Bulletin 37 and Bulletin 7. As a result, we may be required to expend valuable resources to comply with Bulletin 37 and Bulletin 7 or to request the relevant transferors
from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our
financial condition and results of operations.

We are subject to restrictions on currency exchange.

All of our net income is denominated in Renminbi. The Renminbi is currently convertible under the "current account," which includes dividends,
trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans, including loans we may secure from our onshore
subsidiaries or consolidated VIE. Currently, certain of our PRC subsidiary, may purchase foreign currency for settlement of "current account transactions," including payment of dividends to us,
without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies
in the future for current account transactions. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and
other relevant PRC governmental authorities. Since a significant amount of our future net income and cash flow will be denominated in Renminbi, any existing and future restrictions on currency
exchange may limit our ability to utilize cash generated in
Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our ADSs, and may limit our ability to obtain foreign
currency through debt or equity financing for our subsidiaries and consolidated VIEs.

Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce
the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in
political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to
the U.S. dollar. Following the removal of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between
July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the
Renminbi has started to appreciate slowly against the U.S. dollar, though there have been periods when the U.S. dollar has appreciated against the RMB. On August 11, 2015, the
PBOC allowed the Renminbi to depreciate by approximately 2% against the U.S. dollar. Since then and until the end of 2016, the Renminbi has depreciated against the U.S. dollar by
approximately 10%. It is difficult to predict how long such depreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may
change again.

All
of our revenue and substantially all of our costs are denominated in Renminbi. We are a holding company and we rely on dividends paid by our operating subsidiaries in China for our
cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars,
and the value of, and any dividends payable on, the ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our
operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into
U.S. dollars for the purpose of making

payments
for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the
U.S. dollar amount.

Proceedings brought by the SEC against the Big Four PRC-based accounting firms, including our independent
registered public accounting firm, could result in our inability to file future financial statements in compliance with the requirements of the Exchange Act.

In December 2012, the SEC instituted administrative proceedings under Rule 102(e)(1)(iii) of the SEC's Rules of Practice against the Big
Four PRC-based accounting firms, including our independent registered public accounting firm, alleging that these firms had violated U.S. securities laws and the SEC's rules and regulations thereunder
by failing to provide to the SEC the firms' audit work papers with respect to certain PRC-based companies under the SEC's investigation. On January 22, 2014, the administrative law judge, or
the ALJ, presiding over the matter rendered an initial decision that each of the firms had violated the SEC's rules of practice by failing to produce audit workpapers to the SEC. The initial decision
censured each of the firms and barred them from practicing before the SEC for a period of six months. On February 12, 2014, the Big Four PRC-based accounting firms appealed the ALJ's initial
decision to the SEC. On February 6, 2015, the four China-based accounting firms each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability
to practice before the SEC and audit U.S.-listed companies. The settlement required the firms to follow detailed procedures and to seek to provide the SEC with access to Chinese firms' audit documents
via the CSRC, in response to future document requests by the SEC made through the CSRC. If the Big Four PRC-based accounting firms fail to comply with the documentation production procedures that are
in the settlement agreement or if there is a failure of the process between the SEC and the CSRC, the SEC could restart the proceedings against the firms.

In
the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult
or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange
Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding PRC-based, United States-listed companies and
the market price of our ADSs may be adversely affected.

If
the accounting firms are subject to additional remedial measures, our ability to file our financial statements in compliance with SEC requirements could be impacted. A determination
that we have not timely filed financial statements in compliance with SEC requirements would substantially reduce or effectively terminate the trading of our ADSs in the United States.

The audit report included in this prospectus was prepared by an auditor who is not inspected by the PCAOB,
and as such, you are deprived of the benefits of such inspection.

Auditors of companies that are registered with the SEC and traded publicly in the United States, including the independent registered public
accounting firm of our company, must be registered with the PCAOB, and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the
laws of the United States and professional standards. Because substantially all of our operations are within the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without
the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB.

In
May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or CSRC, and the
Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB in the United

States
or the CSRC or the Ministry of Finance in the PRC. The PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in the PRC of audit firms that
are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges.

This
lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in China, including our auditor. As a
result, investors may be deprived of the benefits of PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of
our auditor's audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial
information and procedures and the quality of our financial statements.

Risks Relating to This Offering

There has been no public market for our shares or the ADSs prior to this offering, and you may not be able to
resell ADSs at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our shares or the ADSs. We have applied to list the ADSs on the NYSE. Our ordinary
shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for the ADSs does not develop after this offering, the market price
and liquidity of the ADSs will be materially and adversely affected.

Negotiations
with the underwriters will determine the initial public offering price for the ADSs which may bear no relationship to their market price after the initial public offering.
There can be no assurance that an active trading market for the ADSs will develop or that the market price of the ADSs will not decline below the initial public offering price.

The trading price of the ADSs may be volatile, which could result in substantial losses to you.

The trading prices of the ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because
of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed companies based in China. The
securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their
securities. The trading performances of other Chinese companies' securities after their offerings, including Internet companies, online retail and mobile commerce platforms and consumer finance
service providers, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of the ADSs, regardless of
our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other
Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities.
Furthermore, securities markets may from time to time
experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other
jurisdictions in late 2008, early 2009, the second half of 2011 and in 2015, which may have a material and adverse effect on the trading price of the ADSs.

In
addition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including
the following:

Participation in this offering by a principal shareholder and certain investors would reduce the available
public float for our ADSs.

Mr. Baoguo Zhu, beneficially owning all the interest in All Trade Base Investment Limited, one of our principal shareholders, has indicated an
interest in purchasing up to US$30.0 million worth of the ADSs representing Class A ordinary shares in this offering at the initial
public offering price. In addition, several investors have each indicated an interest in purchasing over 5% of the ADSs, or up to US$70.0 million worth of the ADSs in aggregate, in this
offering at the initial public offering price and on the same terms as the other ADSs being offered. Such investors are not our existing shareholders, directors or officers. If All Trade Base
Investment Limited or any of these investors is allocated all or a portion of the ADSs in which they have placed an order in this offering and purchase any such ADSs, such purchase may reduce the
available public float for our ADSs. As a result, any purchase of our ADSs by All Trade Base Investment Limited and these investors in this offering may reduce the liquidity of our ADSs relative to
what it would have been had these ADSs been purchased by other investors.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research
about our business, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our
business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades the ADSs or publishes inaccurate or unfavorable
research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could
lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.

As our initial public offering price is substantially higher than our net tangible book value per share, you
will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary
shares on a per ADS basis. As a result, you will experience

immediate
and substantial dilution of approximately US$7.38 per ADS (assuming no exercise of outstanding options to acquire ordinary shares and no exercise of the underwriters' option to purchase
additional ADSs), representing the difference between our pro forma as adjusted net tangible book value per ADS of US$2.62, as of June 30, 2018, after giving effect to this offering, and
the assumed public offering price of US$10.00 per ADS, the midpoint of the estimated price range set forth on the cover of this prospectus. In addition, you will experience further dilution to the
extent that our ordinary
shares are issued upon the vesting of restrictive shares or exercise of stock options under our then share incentive plans. All of the ordinary shares issuable under our then share incentive plans
will be issued at a purchase price on a per ADS basis that is less than the assumed public offering price per ADS in this offering. See "Dilution" for a more complete description of how the value of
your investment in the ADSs will be diluted upon completion of this offering.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on
price appreciation of the ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and
growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. See "Dividend Policy." Therefore, you should not rely on an investment in the ADSs as a
source for any future dividend income.

Our
board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary
resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share
premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if
our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash
flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed
relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the
ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your
entire investment in the ADSs.

Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price
of the ADSs to decline.

Sales of the ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the
ADSs to decline significantly. Upon completion of this offering, we will have 204,487,342 Class A ordinary shares and 97,600,000 Class B ordinary shares outstanding, including 22,000,000 Class A
ordinary shares represented by ADSs newly issued in connection with this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. All ADSs representing our
ordinary shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or additional registration under the U.S. Securities Act of 1933, as
amended, or the Securities Act. All of the other ordinary shares
outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus
(if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Any or all of these ordinary shares may be
released prior to the expiration of the applicable lock-up period at the discretion of the designated representatives. To the extent shares are

released
before the expiration of the applicable lock-up period and sold into the market, the market price of the ADSs could decline significantly. See "Shares Eligible for Future
SaleLock-up Agreements."

Certain
major holders of our ordinary shares after completion of this offering will have the right to cause us to register under the Securities Act the sale of their shares, subject to
the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without
restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these ADSs in the public market could cause the price of the ADSs to decline significantly.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be
able to exercise your right to direct the voting of your Class A ordinary shares underlying your ADSs.

Holders of ADSs do not have the same rights as our registered shareholders. As a holder of our ADSs, you will not have any direct right to
attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the Class A ordinary shares underlying
your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting
instructions to the depositary, as holder of the Class A ordinary shares underlying your ADSs. Upon receipt of your voting instructions, the depositary may try to vote the Class A
ordinary shares underlying your ADSs in accordance with your instructions. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the
underlying Class A ordinary shares in accordance with those instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with
instructions you give, but it is not required to do so. You will not be able to directly exercise any right to vote with respect to the underlying Class A ordinary shares unless you withdraw
the shares and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the
meeting to enable you to withdraw the shares underlying your ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general
meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general
meeting. In addition, under our post-offering amended and restated articles of association that will become effective immediately prior to completion of this offering, for the purposes of determining
those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of
our register of members or the setting of such a record date may prevent you from withdrawing the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares
prior to the record date, so that you would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the depositary will notify you
of the upcoming vote and to deliver our voting materials to you. We cannot assure you that you will receive the voting material in time to ensure you can direct the depositary to vote your shares. In
addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be
able to exercise your right to direct how the shares underlying your ADSs are voted and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

Your right to participate in any future rights offerings may be limited, which may cause dilution to
your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights
available to you in the United States unless we register

both
the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will
not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under
the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be
declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings in the
future and may experience dilution in your holdings.

You may not receive non-cash distributions if the depositary decides it is impractical to make them available
to you.

To the extent that there is a distribution, the depositary has agreed to distribute to you the securities or other property it or the custodian
receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your
ADSs represent.

However,
the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may
determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the
depositary may decide not to distribute such property to you.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time
when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the
books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any
provision of the deposit agreement, or for any other reason.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement,
which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law,
ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim
under the U.S. federal securities laws.

If
we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in
accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual
pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a
contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the
City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts
will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs.
It is

advisable
that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If
you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including
claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and
discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the
applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less
favorable to the plaintiff(s) in any such action.

Nevertheless,
if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition,
stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the
U.S. federal securities laws and the rules and regulations promulgated thereunder.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and
substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers and the experts named in this prospectus reside
outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against
them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing
an action of this kind, the laws of the Cayman Islands, China or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
For more information regarding the relevant laws of the Cayman Islands and China, see "Enforceability of Civil Liabilities."

You may face difficulties in protecting your interests, and your ability to protect your rights through
U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles
of association, the Cayman Companies Law and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the
fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from
comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in
the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states,
such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a
shareholder derivative action in a federal court of the United States.

Shareholders
of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of
these companies. Our directors will have discretion under our post-offering amended and restated memorandum and

articles
of association that will become effective immediately prior to the completion of this offering, to determine whether or not, and under what conditions, our corporate records may be inspected
by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a
shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As
a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of
directors or our controlling shareholders than they would as public shareholders of a company incorporated in the
United States. For a discussion of significant differences between the provisions of the Cayman Companies Law and the laws applicable to companies incorporated in the United States and
their shareholders. See "Description of Share CapitalDifferences in Corporate Law."

Our post-offering amended and restated memorandum and articles of association contain anti-takeover
provisions that could discourage a third party from acquiring us, which could limit our shareholders' opportunity to sell their shares, including ordinary share represented by ADSs, at
a premium.

We will adopt the post-offering amended and restated memorandum and articles of association that will become effective immediately prior to the
completion of this offering that contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could
have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our
company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and
to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, including ordinary shares
represented by ADS. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of
directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our ordinary shares and the ADSs may be materially and adversely affected.
In addition, our amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to
engage in a transaction resulting in a change of control.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are
exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and
regulations in the United States that are applicable to U.S. domestic issuers, including:



the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on
Form 8-K;



the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under
the Exchange Act;



the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for
insiders who profit from trades made in a short period of time; and



the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We
are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as
press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We are a "controlled company" within the meaning of the New York Stock Exchange Listed Company Manual
and as a result we are entitled to, and do, rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. We are also permitted to adopt
certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance requirements of the New York Stock Exchange Listed Company
Manual; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance requirement of the New York Stock Exchange Listed
Company Manual.

Upon the completion of this offering, Mr. Yue (Justin) Tang, through his ownership of Class B ordinary shares, will have the power
to appoint a majority of the board of directors. As a result, we will be a "controlled company" under the New York Stock Exchange Listed Company Manual. We will rely on certain exemptions that
are available to controlled companies from NYSE corporate governance requirements, including the following, which we do not intend to meet voluntarily:



that we have a majority of independent directors on our board;



that we have a compensation committee or a nomination or corporate governance committee that is composed entirely of independent directors with
a written charter addressing the committee's purpose and responsibilities;



for annual performance evaluation of the nominating and governance committee and compensation committee; or



that we have regularly scheduled executive sessions with only independent directors each year.

We
are not required to and will not voluntarily meet these requirements. If we are no longer a "controlled company," we may in the future invoke "home country" exceptions available to
foreign private issuers, such as us, under the New York Stock Exchange Listed Company Manual which are
similar to the exemptions for controlled companies, and also include the possibility of additional exceptions from the New York Stock Exchange Listed Company Manual, such as the requirement
that employee incentive equity share award plans be approved by shareholders. As a result of our use of the "controlled company" exemptions, and any future use by us of the "home country" exceptions,
holders of our ADSs will not have the same protection afforded to shareholders of companies that are subject to all of NYSE corporate governance requirements.

There is a risk that we will be a passive foreign investment company, or PFIC, for any taxable year, which
could result in adverse U.S. federal income tax consequences to U.S. investors in the ADSs or our ordinary shares.

In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income
or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a
non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly
its proportionate share of the income of the other corporation. Passive income

generally
includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

Based
on the expected composition of our income and assets and the value of our assets, including goodwill, which is based on the expected price of the ADSs in this offering, we do not
expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear, particularly with respect to loans
that are initially and temporarily funded with our own capital before being sold to external investors. In addition, our income and assets associated with our consolidated trust business may be
treated as passive for PFIC purposes. Therefore, if the proportion of our income or assets attributable to our Consolidated Trusts increases in the future, the risk of us being a PFIC would increase.
It is also not entirely clear how the contractual arrangements between us and our VIEs will be treated for purposes of the PFIC rules, and we may be or become a PFIC if our VIEs are not treated as
owned by us for these purposes. Because the proper characterization of certain components of our income and assets, and the treatment of our contractual arrangements with our VIES, is not entirely
clear, because we will hold a substantial amount of cash following this offering, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value
of our assets from time to time (which may be determined, in part, by reference to the market price of our ADSs or ordinary shares, which could be volatile), there can be no assurance that we will not
be a PFIC for our current taxable year or any future taxable year.

If
we were a PFIC for any taxable year during which a U.S. investor holds ADSs or ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.
See "TaxationU.S. Federal Income TaxationPassive Foreign Investment Company Rules."

We will incur increased costs as a result of being a public company, particularly after we cease to qualify
as an "emerging growth company."

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we
did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE, imposes various requirements on the corporate governance
practices of public companies. As a company with less than US$1,070,000,000 in total annual gross revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act.
An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from
the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting and
permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have elected to "opt out" of the provision that allow us to
delay adopting new or revised accounting standards and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to
opt out of the extended transition period under the JOBS Act is irrevocable.

We
expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time consuming and costly. After we are no longer an
"emerging growth company," we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies
regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and
officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially

higher
costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find
qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot
predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In
the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company's
securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations, which could harm our
results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to
raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial
condition and results of operations.

This prospectus contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently
available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections
entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These statements relate to future events or to
our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements
include, but are not limited to, statements about:



the PRC consumer finance market;



our goals and strategies;



our future business development, financial condition and results of operations;

fluctuations in general economic and business conditions in the markets in which we operate; and



relevant government policies and regulations relating to our industry.

In
some cases, you can identify forward-looking statements by terms such as "may," "could," "will," "should," "would," "expect," "plan," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," "project" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on
forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading "Risk Factors" and elsewhere in this prospectus. If one
or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the
forward-looking statements. No forward-looking statement is a guarantee of future performance.

This
prospectus also contains certain data and information, which we obtained from various government and private publications. Although we believe that the publications and reports are
reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions
underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

The
forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Although we will become a
public company after this offering and have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking
statements in this prospectus, whether as a result of new information, future events or otherwise.

We estimate that we will receive net proceeds from this offering of approximately US$96.5 million, or approximately
US$111.8 million if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are
based upon an assumed initial public offering price of US$10.00 per ADS, the midpoint of the price range shown on the front cover page of this prospectus. A US$1.00 increase (decrease) in the assumed
initial public offering price of US$10.00 per ADS would increase (decrease) the net proceeds to us from this offering by US$10.2 million, assuming the number of ADSs offered by us, as set forth
on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The
primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives
and obtain additional capital. We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include investment in product development, sales and marketing
activities, technology infrastructure, improvement of corporate facilities and other general and administrative matters. We may also use a portion of these proceeds for the acquisition of, or
investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments.

Pending
any use described above, we plan to invest the net proceeds in short-term, interest-bearing, debt instruments or demand deposits. In using the proceeds of this offering, we are
permitted under PRC laws and regulations as an offshore holding company to provide funding to our PRC subsidiaries in China only through loans or capital contributions and to our variable interest
entities only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans. We cannot assure you that we will be able to obtain these
government registrations or approvals on a timely basis, if at all. See "Risk FactorsRisks Relating to Doing Business in ChinaPRC regulation of loans to, and direct
investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC
subsidiaries and our consolidated VIEs, or to make additional capital contributions to our PRC subsidiaries."

We do not have any plan to declare or pay any dividends in the near future. We currently intend to retain most, if not all, of our available
funds and any future earnings to operate and expand our business.

Our
board of directors has complete discretion, subject to certain requirements of Cayman Islands law, in deciding whether to distribute dividends. Even if our board of directors decides
to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the
amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

If
we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the underlying Class A ordinary shares represented by our ADSs to the
depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to our ADS holders in proportion to the underlying Class A ordinary
shares represented by the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary
Shares." Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.

We
are a holding company with no material operations of our own. PRC regulations may restrict the ability of Beijing WFOE to pay dividends to us. As a result, our ability to pay
dividends and to finance any debt we may incur depends upon dividends paid by Beijing WFOE. If Beijing WFOE or any newly formed subsidiaries incur debt on their own behalf in the future, the
instruments governing their debt may restrict their ability to pay dividends to us.

The following table sets forth our total capitalization as of June 30, 2018:



on an actual basis; and



on an as adjusted basis to give effect to the issuance sale of 22,000,000 Class A ordinary shares in the form of ADSs by us in
this offering at an assumed initial public offering price of US$10.00 per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus,
after deducting the underwriting discounts and commissions and estimated offering expenses payable by us (assuming the over-allotment option is not exercised).

You
should read this table together with our consolidated financial statements, the related notes included elsewhere in this prospectus and the information under "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

As of June 30, 2018

Actual

As adjusted(1)

RMB

US$

RMB

US$

(in thousands)

Equity:

Common shares

173

26

188

28

Additional paid-in capital

2,054,423

310,472

2,701,803

406,947

Retained earnings

200,308

30,271

200,308

30,271

Other comprehensive income

38,322

5,791

38,332

5,791

Total shareholder's equity

2,293,226

346,561

2,940,621

443,037

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-controlling interests

3,163

478

3,163

478

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Equity

2,296,389

347,039

2,943,784

443,515

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total capitalization(2)

2,296,389

347,039

2,943,784

443,515

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Notes:

(1)

As
adjusted information discussed above is illustrative only. Our additional paid-in capital, accumulative deficit, accumulative other comprehensive income, total
shareholder's equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering
determined at pricing.

(2)

Assuming
the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and
commissions and estimated offering expenses payable by us, a US$1.00 increase (decrease) in the assumed initial public offering price of US$10.00 per ADS would increase (decrease) each of additional
paid-in capital, total shareholders' equity and total capitalization by US$10.2 million.

We conduct substantially all of our operations in China. All of our revenue, costs and expenses are denominated in Renminbi. This prospectus
contains translations of certain Renminbi amounts into U.S. dollars at specified rates. Unless otherwise stated, the translation of Renminbi into U.S. dollars has been made at the rate
of RMB6.6171 to US$1.00, the noon buying rate in effect on June 29, 2018 as set forth in the H.10 Statistical Release of the Federal Reserve Board. We make no representation that any
Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The
PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On
September 7, 2018, the noon buying rate was RMB6.8419 to US$1.00.

The
following table sets forth information concerning the rates of exchange of US$1.00 into RMB for the periods indicated. These rates are provided solely for your convenience and are
not necessarily the
exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

Noon Buying Rate

Period

Period End

Average(1)

Low

High

(RMB per US$1.00)

2013

6.0537

6.1412

6.2438

6.0537

2014

6.2046

6.1412

6.2591

6.0402

2015

6.4778

6.2869

6.4896

6.1870

2016

6.9430

6.6549

6.9580

6.4480

2017

6.5063

6.7350

6.9575

6.4773

2018

March

6.2726

6.3174

6.3565

6.2685

April

6.3325

6.2949

6.3340

6.2655

May

6.4096

6.3701

6.4175

6.3325

June

6.6171

6.4651

6.6235

6.3850

July

6.8038

6.7164

6.8102

6.6123

August

6.8300

6.8453

6.9330

6.8018

September (through September 7)

6.8419

6.8360

6.8427

6.8270

Source: Federal Reserve Statistical Release

(1)

Annual
averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and
our net tangible book value per ADS after this offering. Dilution results from the fact that the assumed initial public offering price per Class A ordinary share is substantially in excess of
the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value was approximately $299.7 million, or $1.07 per ordinary share and $2.14 per ADS as of June 30, 2018. Our net tangible book value represents the
amount of our total consolidated tangible assets (which is calculated by subtracting net intangible assets, deferred tax assets, and prepaid IPO expenses of US$1.9 million from our total
consolidated assets), less the amount of our total consolidated liabilities and non-controlling interest. Dilution is determined by subtracting net tangible book value per ordinary share, after giving
effect to the proceeds we will receive from this
offering, from the assumed initial public offering price per Class A ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of
this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after June 30, 2018, other than to give effect to our sale of the ADSs offered in this offering, the
midpoint of the estimated range of the initial public offering price, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our
pro forma net tangible book value as of June 30, 2018 would have been $396.2 million, or $1.31 per outstanding ordinary share, and $2.62 per ADS. This represents an immediate
increase in net tangible book value of $0.24 per ordinary share and $0.48 per ADS, to the existing shareholders and an immediate dilution in net tangible book value of $3.69 per ordinary share and
$7.38 per ADS, to investors purchasing ADSs in this offering.

The
following table illustrates such dilution:

Per Ordinary
Share

Per ADS

Assumed initial public offering price

$

5.00

$

10.00

Net tangible book value as of June 30, 2018

1.07

2.14

Pro forma net tangible book value

1.31

2.62

Increase in pro forma net tangible book value

0.24

0.48

Dilution in pro forma net tangible book value to new investors in this offering

3.69

7.38

A
$1.00 increase (decrease) in the assumed public offering price of $10.00 per ADS (the mid-point of the estimated initial public offering price range on the cover page of this
prospectus) would increase (decrease) our pro forma net tangible book value after giving effect to the offering by $10.2 million, the pro forma net tangible book value per
ordinary share and per ADS after giving effect to this offering by $0.03 per ordinary share and $0.07 per ADS and the dilution in pro forma net tangible book value per ordinary share and per
ADS to new investors in this offering by $0.47 per ordinary share and $0.93 per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after
deducting underwriting discounts and commissions and other offering expenses. The pro forma information discussed above is illustrative only. Our net tangible book value following the
completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The following table summarizes, as of June 30, 2018, the differences between the shareholders as of June 30, 2018 and the new investors with respect to the number of
ordinary shares purchased from us in this offering, the total consideration paid and the average price per ADS paid at the initial public offering price of $10.00 per ADS before deducting estimated
underwriting discounts and commissions

and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the
underwriters.

Ordinary Share Number

Total consideration

Average
price
Per
Ordinary
Share*

Average
price Per
ADS*

Number

Percentage

Amount

Percentage

USD

USD

Existing shareholders**

280,087,342

92.7

%

274,115,527

71.4

%

0.98

1.96

New investors***

22,000,000

7.3

%

110,000,000

28.6

%

5.00

10.00

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

302,087,342

100.0

%

384,115,527

100.0

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

*

Assumes
an initial public offering price of $10.00 per ADS, the midpoint of the estimated range of the initial public offering price.

**

The
total consideration of existing shareholders represents the cumulative amount of historical capital contributions made by existing shareholders.

***

Mr. Baoguo
Zhu, beneficially owning all the interest in All Trade Base Investment Limited, one of our principal shareholders, has indicated an interest in
purchasing up to US$30.0 million worth of the ADSs representing Class A ordinary shares in this offering at the initial public offering price and on the same terms as the other ADSs
being offered. We and the underwriters are currently under no obligation to sell ADSs to Mr. Baoguo Zhu. The calculations in the table do not take into account of Mr. Baoguo Zhu's
subscription in this offering, if any.

A
$1.00 increase (decrease) in the assumed public offering price of $10.00 per ADS (the mid-point of the estimated initial public offering price range on the cover page of this
prospectus) would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders, average price per ordinary share and average price per ADS paid by all
shareholders by $8 million, $11 million, $0.5 and $1, respectively, assuming the sale of 11,000,000 ADSs at $10.00, the mid-point of the range set forth on the cover page of this
prospectus, and after deducting underwriting discounts and commissions and other offering expenses payable by us.

The
pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual
initial public offering price of our ADSs and other terms of this offering determined at pricing.

The
preceding discussion and tables:



assume no exercise of options to purchase ordinary shares. As of June 30, 2018, there were 17,897,145 ordinary shares issuable upon
exercise of options to purchase ordinary shares at a weighted average exercise price of $0.49 per share. To the extent outstanding options are exercised, new investors will experience further
dilution; and

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman
Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of
foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the
United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our
constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers,
directors and shareholders, be subject to arbitration.

Substantially
all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other
than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process
within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against us and our officers and directors.

We
have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District
of New York in connection with this offering under the federal securities laws of the United States or of any State in the United States or any action brought against us in the
Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York.

Maples
and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would
(i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the securities laws of the
United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon
the securities laws of the United States or any state in the United States.

Maples
and Calder (Hong Kong) LLP has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the
United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be
recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in
the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a
liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a
kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the
U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make
payments that are penal or punitive in nature.

Because
such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable
in the Cayman Islands.

People's Republic of China

Grandall Law Firm (Shanghai) has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil
Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where
the judgment is made or on principles of reciprocity between jurisdictions.

Grandall
Law Firm (Shanghai) has advised us further that under PRC law, a foreign judgment, which does not otherwise violate basic legal principles, state sovereignty, safety or social
public interest, may be recognized and enforced by a PRC court, based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
As there existed no treaty or other form of reciprocity between China and the U.S. governing the recognition and enforcement of judgments as of the date of this prospectus, including those
predicated upon the liability provisions of the U.S. federal securities laws, there is uncertainty whether and on what basis a PRC court would enforce judgments rendered by
United States courts.

Shenzhen Ying Zhong Tong Financial Information Service Co., Ltd., or Shenzhen Ying Zhong Tong, was incorporated in March 2014 and controlled by
Mr. Yue (Justin) Tang. In August 2014, we, through Shenzhen Ying Zhong Tong, began to facilitate investment products to individual investors in China with a variety of terms and rates of return
to meet the demand from investors. In July 2015, Shenzhen Ying Zhong Tong commenced loan facilitation business to facilitate loan products to borrowers who are underserved by the current traditional
financial system in China. In October 2016, entities controlled by Mr. Yue (Justin) Tang, Mr. Baoguo Zhu and other investors incorporated Shenzhen Xiaoying Technology Co., Ltd., or
Shenzhen Xiaoying. In December 2016, Shenzhen Xiaoying acquired all of the equity interest in Shenzhen Ying Zhong Tong. In December 2017, we underwent a restructuring in contemplation of this
offering. After such restructuring, the shareholders of Shenzhen Xiaoying were changed to Mr. Yue (Justin) Tang, entities controlled by Mr. Yue (Justin) Tang and Mr. Baoguo Zhu.

In
December 2016, Xi'an Bailu Enterprise Management Co., Ltd., or Xi'an Bailu, incorporated Shenzhen Tangren Financing Guarantee Co., Ltd., or Shenzhen
Tangren, a company holding a financing guarantee license. Xi'an Bailu, which holds 100% equity interest in Shenzhen Tangren, is ultimately controlled by Mr Yue (Justin) Tang and two other
individuals who are his business partners, while the capital contribution of Shenzhen Tangren paid by Xi'an Bailu was borrowed from Shenzhen Xiaoying.

In
January 2015, we incorporated Winning Financial Service Inc. under the laws of the Cayman Islands as our offshore holding company, which later changed its name to X
Financial in August 2017. Subsequently, we incorporated YZT (HK) Limited as X Financial's wholly-owned subsidiary and our intermediate holding company to facilitate financing. In October 2015,
YZT (HK) Limited incorporated Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, as its wholly-owned subsidiary in the PRC, through which we obtained control over
Shenzhen Tangren on a series of contractual arrangements entered into on December 16, 2016 when Shenzhen Tangren was formed and Beijing Ying
Zhong Tong and Shenzhen Xiaoying (together with Shenzhen Tangren, the VIEs) on a series of contractual arrangements entered into on December 22, 2017, respectively. Such contractual
arrangements consist of equity pledge agreements, shareholders' voting rights proxy agreement, spousal consent letter, and exclusive business cooperation agreements, exclusive call option agreements.
See "Contractual Arrangements with Consolidated VIEs and their Shareholders" for details.

We
conduct our business in China through the VIEs and its subsidiaries. Shenzhen Xiaoying operates our website www.xiaoying.com.

Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus. It omits certain entities that are immaterial to
our results of operations, business and financial condition and also omits certain trusts we consolidate (see "Critical Accounting Policies, Judgments and Estimates, Consolidated
Trusts"). The relationships between, on the one hand, each of Beijing Ying Zhong Tong,

As
of the date of this prospectus, Ying Zhong Tong Financial Leasing (Tianjin) Co., Ltd. is not engaged in any business.

Contractual Arrangements with Consolidated VIEs and Their Shareholders

Due to PRC legal restrictions on foreign ownership and investment in, among other areas, valued-added telecommunications and financial services
we, similar to all other entities with foreign incorporated holding company structures operating in our industry in China, currently conduct these activities mainly through our VIEs and its
subsidiaries over which we exercise effective control through contractual arrangements among our VIEs and its shareholders.

The
contractual arrangements allow us to:



exercise effective control over our VIEs;



receive substantially all of the economic benefits of our VIEs; and



have an exclusive call option to purchase all or part of the equity interest in and/or assets of our VIEs when and to the extent permitted
by laws.

As
a result of these contractual arrangements, we are the primary beneficiary of the VIEs and their subsidiaries and, therefore, have consolidated the financial results of the VIEs and
their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

In
the opinion of Grandall Law Firm (Shanghai), our PRC counsel:



the ownership structure of the VIEs, currently and immediately after giving effect to this offering, are in compliance with PRC laws or
regulations currently in effect; and



the contractual arrangements among the VIEs and the shareholders of the VIEs, governed by PRC law, currently and immediately after giving
effect to this offering, are valid and binding

under
PRC law, and will not result in any violation of applicable PRC laws or regulations currently in effect, except that the pledge in Shenzhen Tangren, which holds a financial guarantee license,
would not be deemed validly created until it is registered with the competent administration of industry and commerce, and we may not be able to register the pledge in Shenzhen Tangren, in which case
we must rely on the equity pledge agreement to enforce the pledge.

The
following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiaries, the VIEs and the shareholder(s) of the VIEs and their spouses.

Agreements that provide us with effective control over the VIEs

Shareholders' Voting Rights Proxy Agreements. Pursuant to the Shareholders' Voting Right Proxy Agreements among Beijing WFOE,
each of the VIEs and
the shareholders of each of the VIEs. These shareholders irrevocably authorize Beijing WFOE or any person(s) designated by Beijing WFOE to act as his or her attorney-in-fact to exercise all of his or
her rights as a shareholder of the VIEs, including, but not limited to, the right to convene shareholders' meetings, vote and sign any resolution as a shareholder, appoint directors and other senior
executives to be appointed and removed by the shareholder, the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder, and other shareholders voting
rights permitted by the Articles of Association of each VIE. The power of attorney will remain in force for ten years. Unless a thirty-day notice is given by Beijing WFOE, these agreements shall be
automatically renewed for another one year upon the expiration.

Spousal Consent Letters. Spouse of each individual shareholder of each of the VIEs has each signed a spousal consent letter.
Under the spousal
consent letters, each signing spouse unconditionally and irrevocably gives up his or her rights to such shares and any associated economic rights or interests to which he or she may be entitled
pursuant to applicable laws and undertakes not to make any assertion of rights to such shares and the underlying assets. Each signing spouse agrees and undertakes that he
or she will take all necessary actions to ensure the proper perform of the contractual arrangements, and will be bound by the contractual arrangements in case he or she obtains any equity of the VIEs
due to any reason.

Equity Pledge Agreements. Pursuant to the Equity Pledge Agreements among Beijing WFOE, each of the VIEs and the shareholders of
each of the VIEs,
those shareholders have pledged 100% equity interest in the VIEs to Beijing WFOE to guarantee the performance by the VIEs and its shareholders of their obligations under the Shareholders' Voting
Rights Proxy Agreements, the Equity Pledge Agreements and the Exclusive Business Corporation Agreements. If the VIEs or those shareholders breach their contractual obligations under these agreements,
Beijing WFOE, as pledgee, will have the right to dispose of the pledged equity interests in the VIEs and will have priority in receiving the proceeds from such disposal. Those shareholders also agree
that, unless the contractual obligations as defined in the Equity Pledge Agreements are fully performed by them or the secured debts under the Equity Pledge Agreements are paid in full (whichever
later), they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. We have completed the registration of the pledge of equity interests
in Beijing Ying Zhong Tong and Shenzhen Xiaoying with the relevant office of Administration for Industry and Commerce in accordance with the PRC Property Rights Law. As of the date of this prospectus,
the pledge of equity interest in Shenzhen Tangren has not been registered with local PRC authorities and we may not be able to register the pledge in Shenzhen Tangren.

Agreements that allow us to receive economic benefits from the VIEs

Exclusive Business Cooperation Agreements. Pursuant to the Exclusive Business Cooperation Agreements among Beijing WFOE and each
of the VIEs, Beijing
WFOE or its designated person has

the
exclusive right to provide the VIEs with technical support, consulting and other services in return for fees based on 100% total consolidated profit of the VIEs after making up any cumulative loss
(if any) of the VIEs and its affiliated companies and setting of the working capital, operational costs, taxes and other statutory contributions required. Without Beijing WFOE's prior written consent,
the VIEs
may not accept any services subject to these agreements from any third party. Beijing WFOE has the right to determine the service fee to be charged to the VIEs under these agreements by considering,
among other things, the complexity of the services, the time that may be spent for providing such services, as well as the commercial value and specific content of the service provided. Beijing WFOE
will have the exclusive ownership of all intellectual property rights created as a result of the performance of these agreements. Unless Beijing WFOE terminates these agreements in advance, these
agreements will remain effective for ten years. Unless agreed by both parties in writing, these agreements shall be automatically renewed for another ten year upon its expiration.

Agreements that provide us with the option to purchase the equity interests in the VIEs

Exclusive Call Option Agreements. Pursuant to the Exclusive Call Option Agreements among Beijing WFOE, each of the VIEs and their
shareholders, their
shareholders irrevocably granted Beijing WFOE or any third party designated by Beijing WFOE an exclusive option to purchase all or part of their equity interests in the VIEs at the lowest price
permitted by applicable PRC laws. Those shareholders further undertake that they will neither create any pledge or encumbrance on their equity interests in the VIEs, nor transfer, gift or otherwise
dispose of their equity interests in the VIEs to any person other than Beijing WFOE or its designated third party. Without Beijing WFOE or its designated third party's prior written consent, those
shareholders agree not to, among other things, amend its articles of association, increase or decrease the registered capital, permit the VIEs to enter into transactions which materially and adversely
affect the VIEs' assets, liabilities, business operations, equity interests and other legal interests, or merge with any other entities or make any investments, or distribute dividends. These
agreements will remain effective for ten years. Unless notified by Beijing WFOE, the parties to these agreements shall extend the term of these agreements for another ten years.

The following selected consolidated statement of operations data for the years ended December 31, 2016 and 2017 and the selected
consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected
consolidated statements of operations data for the six months ended June 30, 2017 and 2018 and selected consolidated balance sheet data as of June 30, 2018 have been derived from our
unaudited condensed consolidated financial statements included elsewhere in this prospectus.

The
selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this prospectus. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results
are not necessarily indicative of our results for any future periods.

Income (loss) before income taxes and gain (loss) from equity in affiliates

(147,199

)

478,575

72,324

116,857

619,073

93,557

Income tax benefit (expense)

27,018

(138,248

)

(20,893

)

(36,131

)

(179,197

)

(27,081

)

Gain (loss) from equity in affiliates



(832

)

(126

)



3,379

511

Net income (loss)

(120,181

)

339,495

51,306

80,726

443,255

66,986

Less: net loss attributable to non-controlling interests

(607

)

(780

)

(118

)

(762

)

(50

)

(8

)

​

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to X Financial

(119,574

)

340,275

51,424

81,488

443,305

66,994

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​

​

​

​

​

​

​

​

​

​

​

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​

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​

Net income (loss) per sharebasic

(0.0005

)

0.0013

0.0002

0.0003

0.0016

0.0002

Weighted average number of ordinary shares outstandingbasic

238,095

261,220

261,220

242,039

280,087

280,087

Net income (loss) per sharediluted

(0.0005

)

0.0012

0.0002

0.0003

0.0015

0.0002

Weighted average number of ordinary shares outstandingdiluted

238,095

279,711

279,711

259,529

304,381

304,381

Net income (loss)

(120,181

)

339,495

51,306

80,726

443,255

66,986

Other comprehensive income (loss), net of tax of nil:

Foreign currency translation adjustments

27,872

(24,464

)

(3,697

)

(9,788

)

4,872

736

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income (loss)

(92,309

)

315,031

47,609

70,938

448,127

67,723

Less: comprehensive loss attributable to non-controlling interests

(607

)

(780

)

(118

)

(762

)

(50

)

(8

)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income (loss) attributable to X Financial

(91,703

)

315,811

47,727

71,700

448,177

67,730

​

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​

​

​

​

​

​

​

​

​

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​

​

Non-GAAP Financial Measures

Net (loss)/income

(120,181

)

339,495

51,306

80,726

443,255

66,986

Add: Share-based compensation expenses (net of tax)

37,894

74,010

11,185

26,301

82,721

12,501

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted net (loss)/income(1)

(82,287

)

413,505

62,491

107,027

525,976

79,487

​

​

​

​

​

​

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(1)

For
details, please refer to note 2 to our financial statements for the years ended December 31, 2016 and 2017 included elsewhere in this prospectus.

(2)

Represents
net (loss)/income before share-based compensation expenses. See "Management's Discussion and Analysis of Financial Condition and Results of
OperationsResults of OperationsNon-GAAP Measures" for details.